Common use of Waiver, etc Clause in Contracts

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUP, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. By: Name: Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT SCHEDULE 1 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. [●] [●] TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 Public Offering Price per Firm Share and Firm Warrant: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 Underwriting Discount per Firm Share and Firm Warrant: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 SCHEDULE 3 List of Lock-Up Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS SPLASH BEVERAGE GROUP, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. By: Name: Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT SCHEDULE 1 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. [●] [●] TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 [__] Number of Firm Warrants: 2,000,000 [__] Number of Option Shares: 300,000 [__] Number of Option Warrants: 300,000 [__] Public Offering Price per Firm Share and Firm Warrant: $5.00 [__] Public Offering Price per Option Share and Option Warrant: $5.00 [__] Underwriting Discount per Firm Share and Firm Warrant: $0.40 [__] Underwriting Discount per Option Share and Option Warrant: $0.40 [__] Underwriting Non-accountable expense allowance per Firm Share and Firm Warrant: $[__] Underwriting Non-accountable expense allowance per Option Share and Option Warrant: $[__] Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 [__] Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 [__] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 None. SCHEDULE 3 List of Lock-Up Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUPNEPHROGENEX, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD AEGIS CAPITAL MARKETS, division of Benchmark Investments, Inc. CORP. By: Name: Title: DIGITAL BRANDS GROUPNEPHROGENEX, INC. .– UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares and Accompanying Firm to be Purchased Total Number of Warrants to be Purchased Number of Additional Option Shares and Accompanying to be Purchased if the Over-Allotment Option is Fully Exercised Number of Option Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Kingswood Aegis Capital Markets, division of Benchmark Investments, Inc. Corp. [●•] [●•] [•] [•] TOTAL [●•] [●•] [•] [•] SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 [•] Number of Firm Warrants: 2,000,000 [•] Number of Option Shares: 300,000 [•] Number of Option Warrants: 300,000 Public [•] Offering Price per Firm Share and Firm Share: $[•] Offering Price per Warrant: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 [•] Underwriting Discount per Firm Share and Firm WarrantShare: $0.40 [•] Underwriting Discount per Option Share and Option Warrant: $0.40 [•] Proceeds to Company per Firm Share and Firm (before expenses): $[•] Proceeds to Company per Warrant (before expenses): $4.60 Proceeds to Company [•] Underwriting Non-accountable expense allowance per Option Share and Option Warrant (before expenses): Share: $4.60 [•] Underwriting Non-accountable expense allowance per Warrant: $ [•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28Issuer Free Writing Prospectus, 2021 dated June 25, 2015, relating to Preliminary Prospectus, dated June 25, 2015. SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up PartiesParties Care Capital Investments III, LP Care Capital Offshore Investments III, LP Xxxxxx Xxxxxxx Xxxx Xxxxxx

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, 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. GARDEN STAGE LIMITED By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSREVERE SECURITIES, division of Benchmark Investments, Inc. LLC By: Name: Title: DIGITAL BRANDS GROUP, INCChief Executive Officer GARDEN STAGE LIMITED. – UNDERWRITING AGREEMENT Underwriting Agreement SCHEDULE 1 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[Revere Securities, division of Benchmark Investments, Inc. [●] [●] LLC 2,000,000 TOTAL [●] [●] 2,000,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 Public Offering Price per Firm Share and Firm WarrantShare: [$5.00 Public Offering Price per Option Share and Option Warrant: $5.00 4.00] Underwriting Discount per Firm Share and Firm WarrantShare: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 $ Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 $ SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 None. SCHEDULE 3 List of Lock-Up PartiesParties Locked-up Parties Ordinary Shares Beneficially Owned Lock-Up Period Xxx Xx, XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx, XXXX(1)(2) 11,000,000 180 days Xxxxxx Xxx Xxxxxx, WU 0 180 days Xxxxx, XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO Oriental Moon Tree Limited (1)(2) 11,000,000 180 days

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly 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, DIGITAL BRANDS GROUP, INC. VOCODIA HOLDINGS CORP By: Name: Title: Xxxxx Xxxxxxx Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSALEXANDER CAPITAL, division of Benchmark Investments, Inc. L.P. By: Name: Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT Xxxxxxxx Xxxxxx Managing Director [Vocodia Holdings Corp - Underwriting Agreement Signature Page] SCHEDULE 1 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-Over- Allotment Option is Fully Exercised Kingswood Capital MarketsAlexander Capital, division of Benchmark Investments, Inc. [●] [●] L.P. 1,000,000 150,000 TOTAL [●] [●] 1,000,000 150,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 1,000,000 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 150,000 Public Offering Price per Firm Share and Firm WarrantShare: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 [●] Underwriting Discount per Firm Share and Firm WarrantShare: $0.40 [●] Underwriting Discount Non-accountable expense allowance per Option Share and Option WarrantShare: $0.40 [●] Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 [●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up PartiesParties1 Directors & Officers: Xxxxx Xxxxxxx Xxxxx Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx Xxxxx Xxxxxxx Xxxxx Xxx X. Xxxxxx 1 CMF to update/confirm EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Lock-Up Agreement [__], 2023 Alexander Capital, L.P., as Representative 00 Xxxxx Xxxxxx New York, New York 10004 Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) of the several Underwriters (as defined below), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Vocodia Holdings Corp, a Wyoming corporation (the “Company”), providing for the initial public offering (the “Initial Public Offering”) by the several underwriters named in Schedule 3 of the Underwriting Agreement of shares of common stock, par value $0.0001 per share, of the Company (the “Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. To induce the Representative to continue its efforts in connection with the Initial Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and ending 180 days after the date of the final prospectus (the “Prospectus”) relating to the Initial Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, 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 GROUPCO-DIAGNOSTICS, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative Representatives of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSWALLACHBETH CAPITAL, division of Benchmark Investments, Inc. LLC By: Name: Title: DIGITAL BRANDS GROUPNETWORK 1 FINANCIAL SECURITIES, INC. By: Name: Title: CO-DIAGNOSTICS, INC. – UNDERWRITING AGREEMENT SCHEDULE 1 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 MarketsWallachBeth Capital, division of Benchmark InvestmentsLLC - - Network 1 Financial Securities, Inc. [●] [●] - - TOTAL [●] [●] - - 42 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 [●] Number of Option Shares: 300,000 Number of Option Warrants: 300,000 [●] Public Offering Price per Firm Share and Firm WarrantShare: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 [●] Underwriting Discount per Firm Share and Firm WarrantShare: $0.40 [●] Underwriting Discount Non-accountable expense allowance per Option Share and Option WarrantShare: $0.40 [●] Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 [●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 None. SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up PartiesParties Xxxxxx X. Xxxx Xxxxx Xxxxxxxxxxx Xxxx X Xxxxxx Xxxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxx Legends Capital Group, LLC CoDiagnostics, Ltd. Reagents, LLC 44 SCHEDULE 4 Subsidiaries and Affiliates DNA Logix, Inc. Xxxx Rapid Response, Inc. EXHIBIT A Form of Representatives’ 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 OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE PURCHASE WARRANT BY ANY PERSON FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) [__________] OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF [__________] OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER AND IN ACCORDANCE WITH FINRA RULE 5110(G)(2). THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE (1) YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [_______________] [DATE THAT IS FIVE (5) YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. COMMON STOCK PURCHASE WARRANT For the Purchase of [ ] Shares of Common Stock of CO-DIAGNOSTICS, INC.

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

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUPAMERICAN CARESOURCE HOLDINGS, INC. By: Name: Title: Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSXXXXXX XXXXXX & CO., division of Benchmark Investments, Inc. LLC By: Name: Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares and Accompanying Series A Units to be Purchased Total Number of Firm Warrants Series B Units to be Purchased Number of Additional Shares to be Purchased if Over- Allotment Option Shares and Accompanying Option is Fully Exercised Number of Additional Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Kingswood Xxxxxx Xxxxxx & Co., LLC Axiom Capital Markets, division of Benchmark InvestmentsManagement, Inc. [●] [●] TOTAL [●] [●] Neidiger, Tucker, Bruner, Inc. SCHEDULE 2-A Pricing Information Number of Firm SharesSeries A Units: 2,000,000 Number of Firm Series B Units: Number of Additional Shares: Number of Additional Warrants: 2,000,000 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 Public Offering Price per Firm Share and Firm WarrantSecurity: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 Underwriting Discount per Firm Share and Firm WarrantSecurity: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 $ Proceeds to Company per Firm Share and Firm Warrant Security (before expenses): $4.60 Proceeds to Company $ Underwriting Non-accountable expense allowance per Option Share and Option Warrant (before expenses): $4.60 Firm Security: $ SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP Free writing prospectuses filed with the Commission SEC on April 28October 21, 2021 2015 SCHEDULE 0-X Xxxxxxx Xxxxxxx-xxx-Xxxxxx Xxxxxxxxxxxxxx Xxxx SCHEDULE 3 List of Lock-Up PartiesParties Xxxx Xxxxxxxxx Xxxxxx Xxxxxxx Xxxxx X. Xxxx Xxxx X. Xxxxxx Xxxxxx X. Xxxxxx Xxxx X. Xxxx Xxxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx EXHIBIT A Form of Lock-Up Agreement [_________] Xxxxxx Xxxxxx & Co., LLC 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with American CareSource Holdings, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, DIGITAL BRANDS GROUP, INC. Hxx Xxxx Financial Holdings Corporation By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSThe Benchmark Company, division of Benchmark Investments, Inc. LLC By: Name: Title: DIGITAL BRANDS GROUP, INC. On behalf of each of the Underwriters Hxx Xxxx Financial Holdings Corporation – UNDERWRITING AGREEMENT Underwriting Agreement SCHEDULE 1 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-Over- Allotment Option is Fully Exercised Kingswood Capital MarketsThe Benchmark Company, division of Benchmark Investments, Inc. [●] [●] TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 Public Offering Price per Firm Share and Firm Warrant: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 Underwriting Discount per Firm Share and Firm Warrant: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 LLC Total SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 Intentionally Omitted SCHEDULE 3 List of Lock-Up PartiesParties [_] EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUPMARPAI, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. THINKEQUITY LLC By: Name: Title: DIGITAL BRANDS GROUP, INC. [Signature Page] Marpai Inc. – UNDERWRITING AGREEMENT Underwriting Agreement SCHEDULE 1 Underwriter Number of Additional 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 Firm Shares to be Over-Allotment Option Underwriter Purchased is Fully Exercised Kingswood Capital Markets, division of Benchmark Investments, Inc. [●] [●] ThinkEquity LLC 7,400,000 0 TOTAL [●] [●] 7,400,000 0 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 7,400,000 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 0 Public Offering Price per Firm Share and Firm WarrantShare: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 1.00 Underwriting Discount per Firm Share and Firm WarrantShare: $0.40 0.07 Underwriting Discount Non-accountable expense allowance per Option Share and Option WarrantShare: $0.40 0.01 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 0.93 Sch. 2-A SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 None. Sch. 2-B SCHEDULE 2-C Written Testing-the-Waters Communications None. Sch. 2-C SCHEDULE 3 List of Lock-Up PartiesParties Officers, Directors and Affiliates: Name Position Xxxxxxx Xxxxxxxx Chief Executive Officer, Secretary and Director Xxxxx Xxxxxxx Chief Financial Officer Xxxxx Xxxxxx Chief Financial Officer Xxxx Xxxxxx President, Product and Development Xxxxx Xxxxx Chairman of the Board of Directors Xxxxxx Xxxxxxxxx Director Xxxxx Xxxx Director Xxxxxx Xxxxxxx Director Xxxxxxx Xxxx Director Xxxxxxx XxXxxxxxx Director Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●]. VOID AFTER 5:00 P.M., EASTERN TIME, [●]. WARRANT TO PURCHASE COMMON STOCK MARPAI, INC. Warrant Shares: _______ Initial Exercise Date: [●], 2023 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [●], 2023, which is six months from the Effective Date (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 Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MARPAI, INC., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Class A common stock, par value $0.0001 per share, of the Company (the “Common Stock”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, DIGITAL BRANDS GROUPBIOLASE, INC. Inc. By: Name: Xxxx Xxxxxx Title: Executive Vice President and Chief Financial Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSThe Benchmark Company, division of Benchmark Investments, Inc. LLC By: Name: Title: DIGITAL BRANDS GROUPOn behalf of each of the Underwriters Xxxxxxxxx & Company, LLC By: Name: Title: [SIGNATURE PAGE] BIOLASE INC. – UNDERWRITING AGREEMENT SCHEDULE 1 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-Over- Allotment Option is Fully Exercised Kingswood Capital MarketsThe Benchmark Company, division of Benchmark Investments, Inc. [●] [●] TOTAL [●] [●] LLC Xxxxxxxxx & Company LLC Total SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 Public Offering Price per Firm Share and Firm Warrant: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 Underwriting Discount per Firm Share and Firm Warrant: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 SCHEDULE 2-B 2 Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 SCHEDULE 3 List of Lock-Up PartiesProspectuses

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, 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 GROUPSOBR SAFE, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD AEGIS CAPITAL MARKETS, division of Benchmark Investments, Inc. CORP. By: Name: Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT SCHEDULE 1 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 Aegis Capital Markets, division of Benchmark Investments, Inc. [●] [●] Corp. 2,352,942 352,941 TOTAL [●] [●] 2,352,942 352,941 34 SCHEDULE 2-A Pricing Information PRICING INFORMATION Number of Firm Shares: 2,000,000 2,352,942 Number of Firm Warrants: 2,000,000 4,705,884 Number of Option Shares: 300,000 352,941 if exercised Number of Option Warrants: 300,000 705,882 if exercised Public Offering Price per Firm Share and two Firm WarrantWarrants: $5.00 4.25 Public Offering Price per Option Share and Option Warrant: $5.00 N/A Underwriting Discount per Firm Share and Firm Warrant: $0.40 0.3825 Underwriting Discount per Option Share and Option Warrant: $0.40 0.3825 Proceeds to Company per Firm Share and two Firm Warrant Warrants (before expenses): $4.60 3.8675 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 N/A SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 ISSUER GENERAL USE FREE WRITING PROSPECTUSES SCHEDULE 3 List of LockLIST OF LOCK-Up PartiesUP PARTIES NAME Executive Officers Xxxxx Xxxxxxx Xxxxx Xxxxxx Xxxxx Xxxxxxx Xxxxxxx Xxxxxx Non-Employee Directors Xxxxx Xxxxx Xxxx Xxx

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUPLEVEL BRANDS, INC. By: __________________________ Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSTHINKEQUITY, division A Division of Benchmark InvestmentsFordham Financial Management, Inc. By: ______________________________ Name: Exxx Xxxx Title: DIGITAL BRANDS GROUPHead of Investment Banking Level Brands, INC. Inc. – UNDERWRITING AGREEMENT Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm ofFirm 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 Marketsby the Representative ThinkEquity, a division of Benchmark InvestmentsFordham Financial Management, Inc. [●] [●] TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 [●] Number of Option Shares: 300,000 Number of Option Warrants: 300,000 [●] Public Offering Price per Firm Share and Firm WarrantShare: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 [●] Underwriting Discount per Firm Share and Firm WarrantShare: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 [●] Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 [●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP Free writing prospectus filed with the Commission SEC on April 28[●], 2021 2018 SCHEDULE 3 List of Lock-Up Parties3

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the 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, DIGITAL BRANDS GROUP, INC. Yoshiharu Global Co. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSEX XXXXXX, division of Benchmark Investments, Inc. LLC By: Name: Sxx Xxxxxxxxxx Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT Supervisory Principal SCHEDULE 1 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 MarketsEX Xxxxxx, division of Benchmark Investments, Inc. [●] [●] LLC TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 Public Offering Price per Firm Share and Firm Warrant: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 Underwriting Discount per Firm Share and Firm Warrant: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 SCHEDULE 3 List of Lock-Up Parties:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUP, INC. LASER PHOTONICS CORPORATION By: Name: Title: Waxxx Xxxxxxx President Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSALEXANDER CAPITAL, division of Benchmark Investments, Inc. L.P. By: Name: Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT Joxxxxxx Xxxxxx Managing Director SCHEDULE 1 Underwriter Total Number of Firm Shares and Accompanying Firm Warrants Units to be Purchased Number of Additional Option Shares and Accompanying Option Warrants Units to be Purchased if the Over-Allotment Option is Fully Exercised Kingswood Capital MarketsAlexander Capital, division of Benchmark Investments, Inc. [●] L.P. [●] TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm SharesUnits: 2,000,000 Number of Firm Warrants: 2,000,000 [●] Number of Option SharesUnits: 300,000 Number of Option Warrants: 300,000 [●] Public Offering Price per Firm Share and Firm WarrantShare: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 [●] Underwriting Discount per Firm Share and Firm WarrantShare: $0.40 [●] Underwriting Discount Non-accountable expense allowance per Option Share and Option WarrantShare: $0.40 [●] Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 [●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 [None.] SCHEDULE 3 List of Lock2-Up PartiesC Written Testing-the-Waters Communications None. SCHEDULE 3

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If The foregoing Underwriting Agreement is hereby confirmed and agreed to of the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usdate first above written. Very truly yours, DIGITAL BRANDS GROUP, INC. mF International Limited By: Name: Title: Confirmed as of the date first written above mentionedJxxxxx Xxxxx Capital, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. LLC By: Name: Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT SCHEDULE 1 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-Over- Allotment Option is Fully Exercised Kingswood Capital MarketsJxxxxx Xxxxx Capital, division of Benchmark Investments, Inc. [●] [●] LLC 1,560,000 234,000 TOTAL [●] [●] 1,560,000 234,000 SCHEDULE 2-A Pricing Information Number of Firm IPO Shares: 2,000,000 Number of Firm Warrants: 2,000,000 1,560,000 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 234,000 Public Offering Price per Firm Share and Firm WarrantShare: $5.00 [●] Public Offering Price per Option Share and Option WarrantShare: $5.00 [●] Underwriting Discount per Firm Share and Firm WarrantShare: $0.40 7% Underwriting Discount per Option Share and Option WarrantShare: $0.40 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 7% SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 [●] SCHEDULE 3 List 2-C Written Testing-the-Waters Communications None EXHIBIT B Form of Lock-Up PartiesAgreement Exhibit B Form of Lock-up Agreement [_____________], 2024 Jxxxxx Xxxxx Capital, LLC 20 Xxxxxxxx, Xxx Xxxx New York 10006 Re: Proposed Initial Public Offering by mF International Limited Ladies and Gentlemen:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, 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, INCTHE ROYALAND COMPANY LTD. By: Name: Xxxxxx X. XxXxxxx Title: Executive Chairman Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSREVERE SECURITIES, division of Benchmark Investments, Inc. LLC By: Name: Xxxxxx XxXxxxxxx Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT Managing Director SCHEDULE 1 UNDERWRITERS 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-Over- Allotment Option is Fully Exercised Kingswood Capital MarketsRevere Securities, division of Benchmark Investments, Inc. [●] [●] LLC TOTAL [●] [●] SCHEDULE 2-A 2 Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 Public Offering Price per Firm Share and Firm Warrant: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 Underwriting Discount per Firm Share and Firm Warrant: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 SCHEDULE 3 List of Lock-Up Parties:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUPALLY, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD AEGIS CAPITAL MARKETS, division of Benchmark Investments, Inc. CORP. By: Name: Dxxxx X. Xxxxx Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT Co-Head of Investment Banking By: Name: Jxxxxx X. Xxxxx Title: Co-Head of Investment Banking SCHEDULE 1 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 by the Representative Aegis Capital Markets, division of Benchmark Investments, Inc. [●] [●] TOTAL [●] [●] Corp. Total SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 2,521,740 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 378,260 Public Offering Price per Firm Share and Firm WarrantShare: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 1.15 Underwriting Discount per Firm Share and Firm WarrantShare: $0.40 Underwriting Discount 0.0805 Non-accountable Expense Allowance per Option Share and Option WarrantShare: $0.40 0.0115 Proceeds to Company per Firm Share and Firm Warrant (before expenses): Share: $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 1.058 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 None. SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up PartiesParties Name Sxxxxxx X. Xxxx Dxxxxx X. Xxxxxxxx Txxxxx X. Xxxxxxx Lxxxx X. Xxxxxx Mxxxxxx X. Xxxxxxxxx EXHIBIT A Form of Lock-Up Agreement 37 EXHIBIT B Form of Press Release [COMPANY] [Date] [COMPANY] (the “Company”) announced today that Aegis Capital Corp., acting as representative for the underwriters in the Company’s recent public offering of _______ shares of the Company’s common stock, is [waiving] [releasing] a lock-up restriction with respect to _________ shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on _________, 20___, and the shares may be sold on or after such date. This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUP, INC. CEL-SCI Corporation By: Name: Geert R. Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD AEGIS CAPITAL MARKETS, division of Benchmark Investments, Inc. CORP. By: Name: Dxxxx X. Xxxxx Title: DIGITAL BRANDS GROUP, INCCo-Head of Investment Banking AEGIS CAPITAL CORP. – UNDERWRITING AGREEMENT Name: Jxxxxx X. Xxxxx Title: Co-Head of Investment Banking SCHEDULE 1 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 Aegis Capital Markets, division of Benchmark Investments, Inc. [●] [●] TOTAL [●] [●] Corp. 606,395 90,959 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 606,395 Number of Firm Warrants: 2,000,000 Number of Option Additional Shares: 300,000 Number of Option Warrants: 300,000 90,959 Public Offering Price per Firm Share and Firm WarrantShare: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 9.07 Underwriting Discount per Firm Share and Firm WarrantShare: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 .6349 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 8.4351 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 SCHEDULE 3 List of Lock-Up PartiesParties Geert R. Xxxxxxx Pxxxxxxx X. Xxxxxxx Dx. Xxxx Xxxxx

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usus as of the date first above written. Very truly yours, DIGITAL BRANDS GROUPMIRA PHARMACEUTICALS, INC. By: Name: Exxx Xxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSINVESTMENTS, division of Benchmark InvestmentsKingswood Capital Partners, Inc. LLC By: Name: Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT SCHEDULE 1 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 MarketsInvestments, division of Benchmark InvestmentsKingswood Capital Partners, Inc. [●] [●] LLC TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 Public Offering Price per Firm Share and Firm Warrant: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 Underwriting Discount per Firm Share and Firm Warrant: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 SCHEDULE 3 List of Lock-Up Parties:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUPPRESIDIO PROPERTY TRUST, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, a division of Benchmark Investments, Inc. By: Name: Title: DIGITAL BRANDS GROUP[SIGNATURE PAGE] PRESIDIO PROPERTY TRUST, INC. – UNDERWRITING AGREEMENT SCHEDULE 1 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, a division of Benchmark Investments, Inc. [●] [●] Spartan Capital Securities, LLC WestPark Capital, Inc. TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 [•] Number of Option Shares: 300,000 Number of Option Warrants: 300,000 [•] Public Offering Price per Firm Share and Firm WarrantShare: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 [•] Underwriting Discount per Firm Share and Firm WarrantShare: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 [•] Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 [•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 [To be updated.] SCHEDULE 3 List of Lock-Up Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUPRENNOVA HEALTH, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD AEGIS CAPITAL MARKETS, division of Benchmark Investments, Inc. CORP. By: Name: Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares and Accompanying Series A Units to be Purchased Total Number of Firm Warrants Series B Units to be Purchased Number of Additional Option Shares and Accompanying and/or Option Preferred Shares to be Purchased if the Over-Allotment Option is Fully Exercised Number of Option Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Kingswood Aegis Capital Markets, division of Benchmark Investments, Inc. Corp. [●•] [●•] [•] [•] TOTAL [●•] [●•] [•] [•] SCHEDULE 2-A Pricing Information Number of Firm SharesSeries A Units: 2,000,000 [•] Number of Firm WarrantsSeries B Units: 2,000,000 [•] Number of Option Shares: 300,000 [•] Number of Option Preferred Shares: [•] Number of Option Warrants: 300,000 Public [•] Offering Price per Firm Share and Firm WarrantSeries A Unit: $5.00 Public [•] Offering Price per Option Share and Option WarrantFirm Series B Unit: $5.00 [•] Underwriting Discount per Firm Share and Firm WarrantSeries A Unit: $0.40 [•] Underwriting Discount per Option Share and Option WarrantFirm Series B Unit: $0.40 [•] Proceeds to Company per Firm Share and Firm Warrant Series A Unit (before expenses): $4.60 [•] Proceeds to Company per Option Share and Option Warrant Firm Series B Unit (before expenses): $4.60 [•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 [_] SCHEDULE 3 List of Lock-Up PartiesParties Xxx X. Xxxx Xxxxxx Xxxxx Dr. Xxxx Xxxxxxxx Xxxxxxxxxxx Xxxxxxxxx Xxxxxxxx Xxxxx Xxxxxxx X. Xxxxxxxx Xxxxxx Xxx Xxxxx X. Xxxxx Aella Ltd. Epizon Ltd.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] Underwriting Agreement If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, DIGITAL BRANDS GROUPAditx Therapeutics, INC. Inc. By: /s/ Amro Xxxxxxx Name: Amro Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark InvestmentsXxxxxx Xxxxx Securities, Inc. By: /s/ Xxxxxx X. Xxxxxx, Xx. Name: Xxxxxx X. Xxxxxx, Xx. Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT CEO SCHEDULE 1 Underwriter Total Number of Firm Shares and Accompanying Firm Warrants Securities 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 InvestmentsXxxxxx Xxxxx Securities, Inc. [●] [●] TOTAL [●] [●] 2,400,000 Total: 2,400,000 SCHEDULE 2-A 2 Pricing Information Number of Firm Shares (or Preferred Shares: 2,000,000 ): 2,400,000 Number of Firm Warrants: 2,000,000 2,400,000 Series A-1 warrants and 2,400,000 Series B-1 warrants Number of Option Shares: 300,000 360,000 Number of Option Warrants: 300,000 360,000 Series A-1 warrants and 360,000 Series B-1 warrants Public Offering Price per one Firm Share (or Preferred Share) and one Series A-1 Firm Warrant and one Series B-1 Firm Warrant: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 4.00 Underwriting Discount per one Firm Share (or Preferred Share) and one Series A-1 Firm Warrant and one Series B-1 Firm Warrant: $0.40 0.36 (9.0%) Price per Option Share: $3.99 Underwriting Discount per Option Share and Option WarrantShare: $0.40 Proceeds to Company 0.3591 Price per Firm Share and Firm set of Option Warrants: $0.01 Underwriting Discount per set of Option Warrants: $0.0009 EXHIBIT A Form of Representative’s Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 SCHEDULE 2--28- EXHIBIT B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 SCHEDULE 3 List Form of Lock-Up PartiesAgreement

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, 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 SPLASH BEVERAGE GROUP, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. LLC By: Name: Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT SCHEDULE 1 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. [●] [●] LLC 3,500,000 562,500 Jxxxxx Xxxxxx & Co. LLC 250,000 0 TOTAL [●] [●] 3,750,000 562,500 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 3,750,000 Number of Firm Warrants: 2,000,000 3,750,000 Number of Option Shares: 300,000 562,500 Number of Option Warrants: 300,000 562,500 Public Offering Price per Firm Share and Firm Warrant: $5.00 4.00 Public Offering Price per Option Share and Option Warrant: $5.00 4.00 Underwriting Discount per Firm Share and Firm Warrant: $0.40 0.32 Underwriting Discount per Option Share and Option Warrant: $0.40 0.32 Underwriting Non-accountable expense allowance per Firm Share and Firm Warrant: $0.04 Underwriting Non-accountable expense allowance per Option Share and Option Warrant: $0.04 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 3.64 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 3.64 In compliance with guidelines of the Financial Industry Regulatory Authority (FINRA), the maximum consideration or discount to be received by any FINRA member will not exceed 11% of the aggregate proceeds of the offering. SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 None. SCHEDULE 3 List of Lock-Up Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUPGREAT BASIN SCIENTIFIC, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSXXXXXX XXXXX SECURITIES, division of Benchmark Investments, Inc. INC. By: Name: Title: DIGITAL BRANDS GROUPGREAT BASIN SCIENTIFIC, INC. – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares and Accompanying Firm Warrants Units to be Purchased Number of Additional Option Shares and Accompanying to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Warrants to be Purchased if the Over-Over- Allotment Option is Fully Exercised Kingswood Capital Markets, division of Benchmark InvestmentsXxxxxx Xxxxx Securities, Inc. [●] [●] Newbridge Securities Corporation Newport Coast Securities, Inc. TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm SharesUnits: 2,000,000 [—] Number of Firm WarrantsShares included in the Units: 2,000,000 [—] Number of Firm Series A Warrants included in the Units: [—] Shares underlying Firm Series A Warrant: [—] Shares underlying Firm Series B Warrant: [—] Number of Option Shares: 300,000 Number of [—] Shares underlying Option WarrantsSeries A Warrant: 300,000 [—] Shares underlying Option Series B Warrant: [—] Public Offering Price per Firm Share and Firm WarrantUnit: $5.00 Public Offering [—] Underwriting Discount per Unit: $[—] Underwriting Non-accountable expense allowance per Unit: $[—] Purchase Price per Option Share and Share: $[—] Purchase Price per Option Warrant: $5.00 Underwriting Discount per Firm Share and Firm Warrant: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 [—] Proceeds to Company per Firm Share and Firm Warrant Unit (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 [—] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up PartiesParties EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement LOCK-UP AGREEMENT , 2014 XXXXXX XXXXX SECURITIES, INC. as the Underwriter pursuant to the Underwriting Agreement referred to below Xxx Xxxxx Xxxxxxx Xxxxxxx, Xxxxx 000 Xxxx Xxxxx, XX 00000 Re: GREAT BASIN SCIENTIFIC INC. - INITIAL PUBLIC OFFERING Ladies and Gentlemen: The undersigned understands that you, as the underwriter (the “Underwriter”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Great Basin Scientific, Inc., a Delaware corporation (the “Company”), providing for the initial public offering (the “Public Offering”) by the Underwriter of units consisting of one share of the Company’s common stock, par value $0.001 per share (“Common Stock”) and one Series A Warrant (together with the Common Stock, the “Units”), all as more fully described in the prospectus which is part of the Company’s registration statement on Form S-1 filed with the Securities Exchange Commission on or about August 8, 2014, as shall be amended from time to time (the “Registration Statement”). In consideration of the Underwriter’s agreement to purchase and make the Public Offering of the Units, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, other than as set forth below, without the prior written consent of Xxxxxx Xxxxx Securities, Inc., the undersigned will not, for a period commencing on the effective date of the Registration Statement (the “Effective Date”) and ending 180 days after the Effective Date (such 180 day period, the “Lock-Up Period”): (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, or any securities of the Company that are substantially similar to the Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock (including, but not limited to, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (the “Lock-Up Securities”); or (2) enter into any swap, option, future, forward or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities including but not limited to the exercise of any warrants, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing restrictions shall be equally applicable to any issuer-directed Units or Common Stock the undersigned may purchase in the Public Offering. The restrictions contained in this Lock Up Agreement shall not apply to the following:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUPALLY, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD AEGIS CAPITAL MARKETS, division of Benchmark Investments, Inc. CORP. By: Name: Title: DIGITAL BRANDS GROUPRxxxxx X. Xxxx, INC. – UNDERWRITING AGREEMENT Chief Executive Officer SCHEDULE 1 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-Over- Allotment Option is Fully Exercised Kingswood by the Representative Aegis Capital Markets, division of Benchmark Investments, Inc. [●] [●] TOTAL [●] [●] Corp. 3,090,909 463,636 Total 3,090,909 463,636 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 3,090,909 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 463,636 Public Offering Price per Firm Share and Firm WarrantShare: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 1.65 Underwriting Discount per Firm Share and Firm WarrantShare: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 0.1155 Proceeds to Company per Firm Share and Firm Warrant (before expenses): Share: $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 1.5345 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 None. SCHEDULE 3 List of Lock2-Up PartiesC Written Testing-the-Waters Communications None.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUP, INC. T20 Holdings Ltd. By: Name: Gxxxxxxx Xxxxx Xxxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSEX XXXXXX, division of Benchmark Investments, Inc. LLC By: Name: Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares and Accompanying Firm Warrants Units to be Purchased Number of Additional Option Shares and Accompanying Option Warrants Units to be Purchased if the Over-Over- Allotment Option is Fully Exercised Kingswood Capital MarketsEX Xxxxxx, division of Benchmark Investments, Inc. LLC 9[●] [●] TOTAL [●] [●] SCHEDULE 2-A 2 Pricing Information Number of Firm SharesUnits: 2,000,000 [●] Number of Ordinary Shares included in the Firm WarrantsUnits: 2,000,000 [●] Number of Warrants included in the Firm Units: [●] Number of Option SharesUnits: 300,000 [●] Number of Ordinary Shares included in the Option WarrantsUnits: 300,000 [●] Number of Warrants included in the Option Units: [●] Public Offering Price per Firm Share and Firm WarrantUnit: $5.00 [●] Public Offering Price per Option Share and Option WarrantUnit: $5.00 [●] Underwriting Discount per Firm Share and Firm WarrantUnit: $0.40 [●] Underwriting Discount per Option Share and Option WarrantUnit: $0.40 [●] Proceeds to Company per Firm Share and Firm Warrant Unit (before expenses): $4.60 [●] Proceeds to Company per Option Share and Option Warrant Unit (before expenses): $4.60 [●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 [LINK TO BE FILED TO BE INSERTED] SCHEDULE 2-C Written Testing-the-Waters Communication [TO BE INSERTED] SCHEDULE 3 List of Lock-Up PartiesParties [TO INCLUDE OFFICERS, DIRECTORS AND 5% HOLDERS] Name [●] 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, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR THE UNDERLYING SECURITIES NOT WILL THE WARRANT OR UNDERLYING SECURITIES BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE ECONOMIC DISPOSITION OF THE WARRANT OR UNDERLYING SECURITIES FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER, AFFILIATE OR ASSOCIATED PERSON OF EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. ORDINARY SHARES PURCHASE WARRANT For the Purchase of [__________] Ordinary Shares of T20 Holdings Ltd.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUPRUTHIGEN, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSDXXXXX XXXXX SECURITIES, division of Benchmark Investments, Inc. INC. By: Name: Title: DIGITAL BRANDS GROUPRuthigen, INC. Inc. – UNDERWRITING AGREEMENT Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares and Accompanying Firm Warrants Units 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 Number of Benchmark InvestmentsOption Warrants to be Purchased if the Over- Allotment Option is Fully Exercised Dxxxxx Xxxxx Securities, Inc. [●] [●] TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm SharesUnits: 2,000,000 [•] Number of Firm WarrantsShares included in the Units: 2,000,000 [•] Number of Firm Series A Warrants included in the Units: [•] Shares underlying Firm Series A Warrant: [•] Shares underlying Firm Series B Warrant: [•] Number of Option Shares: 300,000 Number of [•] Shares underlying Option WarrantsSeries A Warrant: 300,000 [•] Shares underlying Option Series B Warrant: [•] Public Offering Price per Firm Share and Firm WarrantUnit: $5.00 Public Offering [•] Underwriting Discount per Unit: $[•] Underwriting Non-accountable expense allowance per Unit: $[•] Purchase Price per Option Share and Share: [.] Purchase Price per Option Warrant: $5.00 Underwriting Discount per Firm Share and Firm Warrant: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 [.] Proceeds to Company per Firm Share and Firm Warrant Unit (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 [•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up PartiesParties Hojabr Axxxx Xxxxxx Hxxxxx Rxxxxxx Xxxxxx Gxxxxxx Xxxxxx Oculus Innovative Sciences, Inc. EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form of Press Release [COMPANY] [Date] [COMPANY] (the “Company”) announced today that Dxxxxx Xxxxx Securities, Inc., acting as representative for the underwriters in the Company’s recent public offering of _______ shares of the Company’s common stock, is [waiving] [releasing] a lock-up restriction with respect to _________ shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on _________, 20___, and the shares may be sold on or after such date. This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUPuSell, INC. Inc. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark InvestmentsDxxxxx Xxxxx Securities, Inc. By: Name: Title: DIGITAL BRANDS GROUPOn behalf of each of the Underwriters uXxxx.xxx, INC. Inc. – UNDERWRITING AGREEMENT Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares and Accompanying Firm Warrants Units to be Purchased Number of Additional Option Shares and Accompanying to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Warrants to be Purchased if the Over-Over- Allotment Option is Fully Exercised Kingswood Capital Markets, division of Benchmark InvestmentsDxxxxx Xxxxx Securities, Inc. [●] [●] TOTAL [●] [●] Total SCHEDULE 2-A Pricing Information Number of Firm SharesUnits: 2,000,000 [•] Number of Firm Shares included in the Units: [•] Number of Firm Warrants included in the Units: [•] Shares underlying Firm Warrants: 2,000,000 [•] Number of Option Shares: 300,000 [•] Number of Option Warrants: 300,000 [•] Shares underlying Option Warrants: [•] Purchase Price per Option Share: $[•] Purchase Price per Option Warrant: $[•] Public Offering Price per Firm Share and Firm WarrantUnit: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 [•] Underwriting Discount per Firm Share and Firm WarrantUnit: $0.40 [•] Underwriting Discount Non-accountable expense allowance per Option Share and Option WarrantUnit: $0.40 [•] Proceeds to Company per Firm Share and Firm Warrant Unit (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 [•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 None. SCHEDULE 3 List of Lock-Up PartiesParties [•] EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUPOPTEX SYSTEMS HOLDINGS, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSJXXXXX XXXXXX & CO., division of Benchmark Investments, Inc. LLC By: Name: Exxx Xxxx Title: DIGITAL BRANDS GROUPHead of Investment Banking/Underwritings Optex Systems Holdings, INCINc. – UNDERWRITING AGREEMENT Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares and Accompanying to be Purchased Total Number of Firm Warrants to be Purchased Number of Additional Option Shares and Accompanying Option Warrants to be Purchased if the Over-Over- Allotment Option is Fully Full Exercised Kingswood Capital MarketsJxxxxx Xxxxxx & Co., division of Benchmark Investments, Inc. [●] [●] LLC TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 [•] Number of Firm Warrants: 2,000,000 [•] Number of Option Shares: 300,000 Shares (assuming full exercise of the Over-Allotment Option): [•] Number of Option Warrants: 300,000 Warrants (assuming full exercise of the Over-Allotment Option): [•] Public Offering Price per Firm Share and Firm WarrantShare: $5.00 [•] Public Offering Price per Option Share and Option Warrant: $5.00 [•] Underwriting Discount per Firm Share and Firm Share: $[•] Underwriting Discount per Warrant: $0.40 [•] Per Share Purchase Price: Per Warrant Purchase Price: Underwriting Discount Non-accountable expense allowance per Option Share and Option Warrant: $0.40 [•] Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 [•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up PartiesParties Directors and Officers - Dxxxx Xxxxxxxxx - Kxxxx Xxxxxxx - Pxxxx Benz 5% or Greater Shareholders - Sileas Corporation EXHIBIT A Form of Representative’s Warrant Agreement

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUPAxxxx Biosciences, INC. Inc. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSJXXXXX XXXXXX & CO., division of Benchmark Investments, Inc. LLC. By: Name: Exxx Xxxx Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT Head of Investment Banking/Underwritings SCHEDULE 1 Underwriter Total Number of Firm Shares and Accompanying Firm Warrants to be Purchased Class A Units Number of Additional Option Class B Units Jxxxxx Xxxxxx & Co., LLC 15,500,000 3,675 Number of Overallotment Shares and Accompanying Option Number of Overallotment Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Kingswood Capital Markets, division of Benchmark Investments, Inc. [●] [●] TOTAL [●] [●] 6,000,000 6,000,000 SCHEDULE 2-A Pricing Information Number of Firm SharesClass A Units: 2,000,000 15,500,000 Number of Firm WarrantsClass B Units: 2,000,000 3,675 Number of Option Shares: 300,000 6,000,000 Number of Option Warrants: 300,000 6,000,000 Public Offering Price per Firm Share and Firm WarrantClass A Unit: $5.00 0.15 Underwriting Discount per Class A Unit: $0.0105 Public Offering Price per Option Share and Option WarrantClass B Unit: $5.00 1,000 Underwriting Discount per Firm Share and Firm WarrantClass B Unit: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 70.00 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28Issuer Free Writing Prospectus dated December 8, 2021 2017 (Registration No. 333-221746) SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up PartiesParties Rxxxxxx Xxxxx Jxxx Xxxxxxxx Bxxx Xxxxx Rxxxxxx Xxxxxx III Cxxxxxxxxxx Xxxxxxxxx Gxxx Xxxxx 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 DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) JXXXXX XXXXXX & CO., LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF JXXXXX XXXXXX & CO., LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK AXXXX BIOSCIENCES, INC. Warrant Shares: _______ Initial Exercise Date: _________, 2018 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, Jxxxxx Xxxxxx & Co., LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______, 2018 [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (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 Axxxx Biosciences, Inc., a New Jersey corporation (the “Company”), up to ______ shares of Common Stock, no par value per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-non- compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-non- compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUP, INC. Primech Holdings Ltd. By: /s/ Xxx Xxx Xx Name: Xxx Xxx Xx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSSpartan Capital Securities, division of Benchmark Investments, Inc. LLC By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT Chief Administrative Officer SCHEDULE 1 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-Over- Allotment Option is Fully Exercised Kingswood Spartan Capital MarketsSecurities, division of Benchmark Investments, Inc. [●] [●] LLC 3,050,000 457,500 TOTAL [●] [●] 3,050,000 457,500 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 3,050,000 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 457,500 Public Offering Price per Firm Share and Firm WarrantShare: $5.00 4.00 Public Offering Price per Option Share and Option WarrantShare: $5.00 4.00 Underwriting Discount per Firm Share and Firm WarrantShare: $0.40 0.28 Underwriting Discount per Option Share and Option WarrantShare: $0.40 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 0.28 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28September 13, 2021 2023 SCHEDULE 3 List 2-C Written Testing-the-Waters Communications None EXHIBIT B Form of Lock-Up PartiesAgreement

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, 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. CBL INTERNATIONAL LIMITED By: /s/ Cxxx Xxxx Xxx Name: Cxxx Xxxx Xxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSPACIFIC CENTURY SECURITIES, division of Benchmark Investments, Inc. LLC By: /s/ Fxxxxxx Xxx Name: Fxxxxxx Xxx Title: DIGITAL BRANDS GROUP, INCChief Executive Officer CBL INTERNATIONAL LIMITED. – UNDERWRITING AGREEMENT Underwriting Agreement SCHEDULE 1 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 MarketsPacific Century Securities, division of Benchmark Investments, Inc. [●] [●] LLC 3,325,000 TOTAL [●] [●] 3,325,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 3,325,000 Public Offering Price per Firm Share and Firm WarrantShare: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 $ 4.00 Underwriting Discount per Firm Share and Firm WarrantShare: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 $ 0.28 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 $ 12,369,000 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 None. SCHEDULE 3 List of Lock-Up Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUPIMAC Holdings, INC. Inc. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark InvestmentsDxxxxx Xxxxx Securities, Inc. By: Name: Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriters Underwriter Total Number of Firm Shares and Accompanying Firm Warrants Units 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 MarketsNumber of Option Warrants to be Purchase if the Over- Allotment Option is Fully Exercised Cxxxxxx & Co., division of Benchmark InvestmentsLLC Dxxxxx Xxxxx Securities, Inc. [●] [●] TOTAL [●] [●] Total SCHEDULE 2-A Pricing Information Number of Firm SharesShares underlying the Units: 2,000,000 [●] Number of Firm WarrantsWarrants underlying the Units: 2,000,000 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 [●] Public Offering Price per Unit: $[●] Value of each Unit attributable to Firm Share and Share: $[●] Value of each Unit attributable each Firm Warrant: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 [●] Underwriting Discount per Firm Share and Firm WarrantUnit: $0.40 [●] Underwriting Discount Non-accountable expense allowance per Option Share and Option WarrantUnit: $0.40 [●] Proceeds to Company per Firm Share and Firm Warrant Unit (before expenses): $4.60 Proceeds to Company [●] Price per Option Share and Share: $[●] Underwriting Discount per Option Warrant (before expenses): Share: $4.60 [●] Price per Option Warrant: $[●] Underwriting Discount per Option Warrant: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up PartiesParties EXHIBIT A Form of Lock-Up Agreement [●], 2019 Dxxxxx Xxxxx Securities, Inc. 1 Xxxxx Xxxxxxx Xxxxxxx, 0xx Xxxxx Xxxx Xxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Dxxxxx Xxxxx Securities, Inc. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with IMAC Holdings, Inc., a Delaware company (the “Company”), providing for the public offering (the “Public Offering”) of units (the “Units”), each of which is comprised of one share of common stock of the Company, par value $0.001 per share (the “Common Stock”), and two warrant s to purchase one share of Common Stock of the Company.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUPALFI, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. By: Name: Title: DIGITAL BRANDS GROUPALFI, INC. – UNDERWRITING AGREEMENT SCHEDULE 1 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. [●] [●] TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 [●] Number of Firm Warrants: 2,000,000 [●] Number of Option Shares: 300,000 [●] Number of Option Warrants: 300,000 [●] Public Offering Price per Firm Share and Share: $[●] Public Offering Price per Firm Warrant: $5.00 [●] Public Offering Price per Option Share and Share: $[●] Public Offering Price per Option Warrant: $5.00 [●] Underwriting Discount per Firm Share and Share: $[●] Underwriting Discount per Firm Warrant: $0.40 [●] Underwriting Discount per Option Share and Share: $[●] Underwriting Discount per Option Warrant: $0.40 [●] Proceeds to Company per Firm Share and (before expenses): $[●] Proceeds to Company per Firm Warrant (before expenses): $4.60 [●] Proceeds to Company per Option Share and (before expenses): $[●] Proceeds to Company per Option Warrant (before expenses): $4.60 [●] Underwriting Non-accountable expense allowance per Firm Share: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 SCHEDULE 3 List of Lock-Up PartiesProspectuses

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, 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, INCG MEDICAL INNOVATIONS HOLDINGS LTD. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSXX XXXXXX, division of Benchmark Investments, Inc. LLC By: Name: Title: DIGITAL BRANDS GROUP, INCG MEDICAL INNOVATIONS HOLDINGS LTD. – UNDERWRITING AGREEMENT SCHEDULE 1 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 MarketsXX Xxxxxx, division of Benchmark Investments, Inc. LLC [●] [●] TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 [●] Number of Firm Warrants: 2,000,000 [●] Number of Option Shares: 300,000 [●] Number of Option Warrants: 300,000 [●] Public Offering Price per Firm Share and Firm Warrant: $5.00 $ [●] Public Offering Price per Option Share and Option Warrant: $5.00 $ [●] Underwriting Discount per Firm Share and Firm Warrant: $0.40 $ [●] Underwriting Discount per Option Share and Option Warrant: $0.40 $ [●] Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 $ [●] Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 $ [●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 [TO BE INSERTED] SCHEDULE 3 List of Lock-Up PartiesParties [TO INCLUDE OFFICERS, DIRECTORS, 1% HOLDERS (INCLUDING NOTES AND WARRANTS] 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, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR THE UNDERLYING SECURITIES NOT WILL THE WARRANT OR UNDERLYING SECURITIES BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE ECONOMIC DISPOSITION OF THE WARRANT OR UNDERLYING SECURITIES FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) XX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER, AFFILIATE OR ASSOCIATED PERSON OF XX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. ORDINARY SHARE PURCHASE WARRANT For the Purchase of [__________] Ordinary Shares of G MEDICAL INNOVATIONS HOLDINGS LTD.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, 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 FAT BRANDS GROUP, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division THINKEQUITY A Division of Benchmark InvestmentsFordham Financial Management, Inc. By: Name: Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares and Accompanying Firm Warrants to be Purchased Number of Additional Option Optional Shares and Accompanying Option Warrants to be Purchased if the Over-Over- Allotment Option is Fully Exercised Kingswood Capital MarketsThinkEquity, a division of Benchmark InvestmentsFordham Financial Management, Inc. [●] [●] TOTAL [●] [●] Schedule 1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 [●] Number of Option Shares: 300,000 Number of Option Warrants: 300,000 [●] Public Offering Price per Firm Share and Firm Warrantone Share: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 [●] Underwriting Discount per Firm Share and Firm WarrantShare: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 [●] Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 SCHEDULE 3 List of Lock-Up Parties[●]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, DIGITAL BRANDS GROUPGUARDION HEALTH SCIENCES, INC. By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: Confirmed Chief Executive Officer Accepted by the Representatives, acting for themselves and as Representatives of the Underwriters named on Schedule 2 hereto, as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 heretowritten: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. MAXIM GROUP LLC By: /s/ Cxxxxxxx X. Xxxxxx Name: Cxxxxxxx X. Xxxxxx Title: DIGITAL BRANDS GROUPExecutive Managing Director, INC. – UNDERWRITING AGREEMENT Investment Banking WALLACHBETH CAPITAL, LLC By: /s/ Dxxxxx Xxxxx Name: Dxxxxx Xxxxx Title: Chief Compliance Officer Underwriting Agreement SCHEDULE 1 Schedule of Underwriters Underwriter Total Number of Firm Closing Shares and Accompanying Firm to be Purchased Total Number of Pre-Funded Warrants to be Purchased Total Number of Traditional Warrants to be Purchased Number of Additional Option Shares and Accompanying to be Purchased if the Over-Allotment Option is Fully Exercised Number of Option Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Kingswood Capital MarketsMaxim Group LLC 5,400,000 450,000 5,850,000 877,500 877,500 WallachBeth Capital, division of Benchmark InvestmentsLLC 5,400,000 450,000 5,850,000 877,500 877,500 Westpark Capital, Inc. [●] [●] 1,200,000 100,000 1,300,000 195,000 195,000 TOTAL [●] [●] 12,000,000 1,000,000 13,000,000 1,950,000 1,950,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 Public Offering Price per Firm Share and Firm Warrant: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 Underwriting Discount per Firm Share and Firm Warrant: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 SCHEDULE 3 2 List of Lock-Up PartiesParties Mxxxxxx Xxxxxx Rxxxxx Xxxxxxxxxx Mxxx Xxxxxxxxx Dxxxx X. Xxxxx Dxxxxx X. Xxxxxxxx Jxxx Xxxxxxxx Vxxxxxx X. Xxxx Lxxx Xxxxxxx EXHIBIT A Form of Pre-Funded Warrant -33- EXHIBIT B Form of Traditional Warrant EXHIBIT C Form of Representatives’ Warrant -35- EXHIBIT D Form of Lock-Up Agreement

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, DIGITAL BRANDS GROUPCREATD, INC. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Chief Financial Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSTHE BENCHMARK COMPANY, division of Benchmark Investments, Inc. LLC By: /s/ Xxxx X. Xxxxx III Name: Xxxx X. Xxxxx III Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT Senior Managing Director SCHEDULE 1 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 MarketsThe Benchmark Company, division of Benchmark Investments, Inc. [●] [●] TOTAL [●] [●] LLC 750,000 112,500 Total: 750,000 112,500 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 750,000 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 112,500 Public Offering Price per Firm Share and Firm WarrantShare: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 3.40 Underwriting Discount per Firm Share and Firm WarrantShare: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 0.238 Proceeds to Company per Firm Share and Firm Warrant (before non-accountable expense allowance and other expenses): $4.60 Proceeds to Company 3.162 Underwriting Non-accountable expense allowance per Option Share and Option Warrant (before expenses): Share: $4.60 0.0034 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 Sch. 2-B SCHEDULE 3 List of Lock-Up PartiesParties (including all affiliates of persons named below) Directors and Officers: Xxxxxx Xxxxxxx Xxxxxx Xxxxx Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxxx Xxxx Xxxxxxxx Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxx XxXxxxx Xxxxxx

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, 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. Xxxxx Xxxx Bio-Technology Holdings Limited By: Name: Xxxx Xxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSRevere Securities, division of Benchmark Investments, Inc. LLC By: Name: Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT SCHEDULE 1 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 MarketsRevere Securities, division of Benchmark Investments, Inc. [●] [●] LLC TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 [●] Public Offering Price per Firm Share and Firm WarrantShare: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 [●] Underwriting Discount per Firm Share and Firm WarrantShare: $0.40 Underwriting Discount [●] Non-accountable Expense Allowance per Option Share and Option WarrantShare: $0.40 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 [●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 [●] SCHEDULE 3 List 2-C Written Testing-the-Waters Communications None EXHIBIT A Form of Lock-Up PartiesAgreement [●], 2023 Revere Securities, LLC 000 Xxxxx Xxxxxx 00xx Floor New York, NY 10019 As Representative of the several Underwriters named on Schedule 1 attached hereto Ladies and Gentlemen: As an inducement to the underwriters, for which Revere Securities, LLC is acting as representative (the “Representative”), to execute an underwriting agreement (the “Underwriting Agreement”) providing for a public offering (the “Offering”) of ordinary shares (the “Ordinary Shares”), of Xxxxx Xxxx Bio-Technology Holdings Limited and any successor (by merger or otherwise) thereto (the “Company”), the undersigned hereby agrees that without, in each case, the prior written consent of the Representative during the period specified in the second succeeding paragraph (the “Lock-Up Period”), the undersigned will not: (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible into, exercisable or exchangeable for or that represent the right to receive Ordinary Shares (including Ordinary Shares which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option) whether now owned or hereafter acquired (the “Undersigned’s Securities”); (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Undersigned’s Securities, whether any such transaction described in clause (1) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to, the registration of any Ordinary Shares or any security convertible into or exercisable or exchangeable for Ordinary Shares; or (4) publicly disclose the intention to do any of the foregoing. The undersigned agrees that the foregoing restrictions preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Securities even if such Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any of the Undersigned’s Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Undersigned’s Securities. The Lock-Up Period will commence on the date of this Agreement and continue and include the date six (6) months from the commencement of the Company’s first day of trading on the Nasdaq Capital Market pursuant to the Underwriting Agreement. If the undersigned is an officer or director of the Company, (i) the Representative agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Ordinary Shares, the Representative will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by issuing a press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply if both (a) the release or waiver is effected solely to permit a transfer not for consideration, and (b) the transferee has agreed in writing to be bound by the same terms described in this letter that are applicable to the transferor, to the extent and for the duration that such terms remain in effect at the time of the transfer.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS FG FINANCIAL GROUP, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. THINKEQUITY LLC By: Name: Exxx Xxxx Title: DIGITAL BRANDS GROUPHead of Investment Banking FG Financial Group, INC. Inc. – UNDERWRITING AGREEMENT Underwriting Agreement SCHEDULE 1 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. [●] [●] ThinkEquity LLC TOTAL [●] [●] Sch. 1 -1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 [_____] Number of Option Shares: 300,000 Number of Option Warrants: 300,000 [_____] Public Offering Price per Firm Share and Firm WarrantShare: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 [_____] Underwriting Discount per Firm Share and Firm WarrantShare: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 [_____] Proceeds to Company per Firm Share (after the underwriting discount and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 [_____] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP Free Writing Prospectus filed with the Commission SEC on April 28[_____], 2021 SCHEDULE 3 List of Lock-Up PartiesParties Directors

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUP, RENNOVA HEALTH INC. By: :____________________ Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSXXXXXX XXXXXX & CO., division of Benchmark Investments, Inc. LLC. By: :____________________________ Name: Xxxx Xxxx Title: DIGITAL BRANDS GROUP, INC. Head of Investment Banking/Underwritings [ISSUER] – UNDERWRITING AGREEMENT Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares and Accompanying Series A Units to be Purchased Total Number of Firm Warrants Series B Units to be Purchased Number of Additional Option Shares and Accompanying and/or Option Preferred Shares to be Purchased if the Over-Allotment Option is Fully Exercised Number of Option Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Kingswood Capital MarketsXxxxxx Xxxxxx & Co., division of Benchmark Investments, Inc. [●] [●] LLC. TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm SharesSeries A Units: 2,000,000 [•] Number of Firm WarrantsSeries B Units: 2,000,000 [•] Number of Option Shares: 300,000 [•] Number of Option Preferred Shares: [•] Number of Option Warrants: 300,000 [•] Public Offering Price per Firm Share and Firm WarrantSeries A Unit: $5.00 [•] Public Offering Price per Option Share and Option WarrantFirm Series B Unit: $5.00 [•] Underwriting Discount per Firm Share and Firm WarrantSeries A Unit: $0.40 [•] Underwriting Discount per Option Share and Option WarrantFirm Series B Unit: $0.40 [•] Underwriting Non-accountable expense allowance per Firm Series A Unit: $[•] Underwriting Non-accountable expense allowance per Firm Series B Unit: $[•] Proceeds to Company per Firm Share and Firm Warrant Series A Unit (before expenses): $4.60 [•] Proceeds to Company per Option Share and Option Warrant Firm Series B Unit (before expenses): $4.60 [•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 [None.] SCHEDULE 3 List of Lock-Up PartiesParties Xxxxxx Xxxxx Xxxxxx X. Xxxx Xxxxx X. Xxxxx Dr. Xxxx Xxxxxxxx Xxxxxxxxxxx Xxxxxxxxx Xxxxxxxx Xxxxx Xxxxxxx X. Xxxxxxxx Xxxxxx Xxx EXHIBIT A WARRANT TO PURCHASE COMMON STOCK RENNOVA HEALTH, INC. Warrant Shares: _______ Initial Exercise Date: ______, 2016 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2016 (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 Rennova Health, Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.01 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, 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 GROUPDuos Technologies Group, INC. Inc. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division THINKEQUITY A Division of Benchmark InvestmentsFordham Financial Management, Inc. By: ____________________________ Name: Title: DIGITAL BRANDS DUOS TECHNOLOGIES GROUP, INC. – UNDERWRITING AGREEMENT SCHEDULE 1 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 MarketsThinkEquity, a division of Benchmark InvestmentsFordham Financial Management, Inc. [●] [●] 945,000 141,750 The Benchmark Company, LLC 405,000 60,750 TOTAL [●] [●] 1,350,000 202,500 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 1,350,000 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 202,500 Public Offering Price per Firm Share and Firm WarrantShare: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 6.00 Underwriting Discount per Firm Share and Firm WarrantShare: $0.40 0.45 Underwriting Discount Non-accountable expense allowance per Option Share and Option WarrantShare: $0.40 0.03 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 5.52 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 None. SCHEDULE 2-C Written Testing-the-Waters Communications None. Sch. 2-1 SCHEDULE 3 List of Lock-Up PartiesParties Gxxxxx X. Xxxxxxx Axxxxx X. Xxxxxxxx Bxxxx X. Xxxxx Kxxxxxx Xxxxxx Nxx Xxxxxxxxxxx Cxxxxx X. Xxxxx 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 DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS [180 DAYS OR ONE YEAR] FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK DUOS TECHNOLGIES GROUP, INC. Warrant Shares: _______ Initial Exercise Date: ______, 2020 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 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 Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Duos Technologies Group, Inc., a Florida corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, 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 GROUPSTEMLINE THERAPEUTICS, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD AEGIS CAPITAL MARKETS, division of Benchmark Investments, Inc. CORP. By: Name: Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT SCHEDULE 1 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 Aegis Capital Markets, division of Benchmark Investments, Inc. [●] [●] Corp. TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 [·] Number of Option Shares: 300,000 Number of Option Warrants: 300,000 [·] Public Offering Price per Firm Share and Firm WarrantShare: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 [·] Underwriting Discount per Firm Share and Firm WarrantShare: $0.40 [·] Underwriting Discount Non-accountable expense allowance per Option Share and Option WarrantShare: $0.40 [·] Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 [·] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 [None.] SCHEDULE 3 List of Lock-Up PartiesParties Xxxxxxx Xxxxx Xxxxxxx Xxxxxxxxx Xxxx and Xxxxx Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Xx and Xxxxx Xxxxxx Xxxxx Xxxxxx Xxxx Xxxxxxxx Xxxx Xxxxxxxx Xxxxxx Xxxxxxxx Xxxx Xxxxxxx Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxx Xxxxx Xxxxx Healthcare Master Value Fund, Ltd. Xxxxxxx Xxxxxxx Xxxx Xxxxxxxxx

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUPMANGOCEUTICALS, INC. By: Name: Jxxxx X. Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSBOUSTEAD SECURITIES, division of Benchmark Investments, Inc. LLC By: Name: Kxxxx Xxxxx Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT Chief Executive Officer SCHEDULE 1 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-Over- Allotment Option is Fully Exercised Kingswood Capital MarketsBoustead Securities, division of Benchmark Investments, Inc. [●] [●] LLC TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 Public Offering Price per Firm Share and Firm Warrant: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 Underwriting Discount per Firm Share and Firm Warrant: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 SCHEDULE 3 List of Lock-Up Parties:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUPMICROLIN BIO, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative Representatives of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSBREAN CAPITAL, division of Benchmark Investments, Inc. LLC By: Name: Title: DIGITAL BRANDS GROUPSUMMER STREET RESEARCH PARTNERS By: Name: Title: MXXXXX ASSOCIATES, INC. – UNDERWRITING AGREEMENT L.P. By: Name: Title: SCHEDULE 1 Underwriter Total Number of Firm Shares and Accompanying Firm Shares/Warrants to be Purchased Number of Additional Option Shares and Accompanying Option Shares/Warrants to be Purchased if the Over-Over- Allotment Option is Fully Exercised Kingswood Capital MarketsBrean Capital, division of Benchmark InvestmentsLLC Summer Street Research Partners Mxxxxx Associates, Inc. [●] L.P. [●] TOTAL [●] [●] Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 [•] Number of Firm Warrants: 2,000,000 [•] Number of Option Shares: 300,000 [•] Number of Option Warrants: 300,000 [•] Public Offering Price per Firm Share and Firm WarrantShare: $5.00 [•] Public Offering Price per Option Share and Option Warrant: $5.00 [•] Underwriting Discount per Firm Share and Firm Share: $[•] Underwriting Discount per Warrant: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 [•] Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 [•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 [INSERT] SCHEDULE 2-C Written Testing-the-Waters Communications [INSERT] Sch. 2-1 SCHEDULE 3 List of Lock-Up PartiesParties Sch. 3-1

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUPIMAC Holdings, INC. Inc. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark InvestmentsDxxxxx Xxxxx Securities, Inc. By: Name: Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriters Underwriter Total Number of Firm Shares and Accompanying Firm Warrants Units 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 Number of Benchmark InvestmentsOption Warrants to be Purchase if the Over-Allotment Option is Fully Exercised Dxxxxx Xxxxx Securities, Inc. [●] [●] TOTAL [●] [●] Cxxxxxx & Co., LLC Total SCHEDULE 2-A Pricing Information Number of Firm SharesShares underlying the Units: 2,000,000 [●] Number of Firm WarrantsWarrants underlying the Units: 2,000,000 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 [●] Public Offering Price per Unit: $[●] Value of each Unit attributable to Firm Share and Share: $[●] Value of each Unit attributable each Firm Warrant: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 [●] Underwriting Discount per Firm Share and Firm WarrantUnit: $0.40 [●] Underwriting Discount Non-accountable expense allowance per Option Share and Option WarrantUnit: $0.40 [●] Proceeds to Company per Firm Share and Firm Warrant Unit (before expenses): $4.60 Proceeds to Company [●] Price per Option Share and Share: $[●] Underwriting Discount per Option Warrant (before expenses): Share: $4.60 [●] Price per Option Warrant: $[●] Underwriting Discount per Option Warrant: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up PartiesParties EXHIBIT A Form of Lock-Up Agreement [●], 2018 Dxxxxx Xxxxx Securities, Inc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Underwriter, the Company and the CompanySelling Shareholder, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUP, INC. mF International Limited By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. Gaderway Investments Limited By: Name: Title: DIGITAL BRANDS GROUPThe foregoing Underwriting Agreement is hereby confirmed and agreed to of the date first above written. Spartan Capital Securities, INC. – UNDERWRITING AGREEMENT LLC By: Name: Title: SCHEDULE 1 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-Over- Allotment Option is Fully Exercised Kingswood Spartan Capital MarketsSecurities, division of Benchmark Investments, Inc. [●] [●] LLC 1,655,000 248,250 TOTAL [●] [●] 1,655,000 248,250 SCHEDULE 2-A Pricing Information Number of IPO Shares: 1,655,000 Number of Selling Shareholder Shares: 221,108 Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 1,876,108 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 248,250 Public Offering Price per Firm Share and Firm WarrantShare: $5.00 [●] Public Offering Price per Option Share and Option WarrantShare: $5.00 [●] Underwriting Discount per Firm Share and Firm WarrantShare: $0.40 7% Underwriting Discount per Option Share and Option WarrantShare: $0.40 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 7% SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 [●] SCHEDULE 3 List 2-C Written Testing-the-Waters Communications None EXHIBIT B Form of Lock-Up PartiesAgreement Exhibit B Form of Lock-up Agreement [_____________], 2023 Spartan Capital Securities LLC 40 Xxxxxxxx, 00xx Xxxxx, New York, NY 10006 Re: Proposed Initial Public Offering by mF International Limited Ladies and Gentlemen:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect 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, DIGITAL BRANDS GROUPReborn Coffee, INC. Inc. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSXX XXXXXX, division of Benchmark Investments, Inc. LLC By: Name: Xxx Xxxxxxxxxx Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT Supervisory Principal SCHEDULE 1 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 MarketsXX Xxxxxx, division of Benchmark Investments, Inc. [●] [●] LLC TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 Public Offering Price per Firm Share and Firm Warrant: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 Underwriting Discount per Firm Share and Firm Warrant: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 SCHEDULE 3 List of Lock-Up Parties:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUPEZFILL HOLDINGS, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. THINKEQUITY LLC By: Name: Title: DIGITAL BRANDS GROUP, INC. [EZFILL– UNDERWRITING AGREEMENT Underwriting Agreement SCHEDULE 1 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. [●] [●] ThinkEquity LLC 6,250,000 937,500 TOTAL [●] [●] 6,250,000 937,500 Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 6,250,000 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 937,500 Public Offering Price per Firm Share and Firm WarrantShare: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 4.00 Underwriting Discount per Firm Share and Firm WarrantShare: $0.40 0.30 Underwriting Discount Non-accountable expense allowance per Option Share and Option WarrantShare: $0.40 0.04 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 3.66 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 None. SCHEDULE 2-D Written Testing-the-Waters Communications None. Sch. 2-1 SCHEDULE 3 List of Lock-Up PartiesParties Sch. 3-1 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 DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC, OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS [180 DAYS OR ONE YEAR] FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK EZFILL HOLDINGS, INC. Warrant Shares: _______ Initial Exercise Date: ______, 2021 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 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 five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from EzFill Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUP, INCCOMSOVEREIGN HOLDING CORP. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. By: Name: Title: DIGITAL BRANDS GROUP, INC. ComSovereign Holding Corp. – UNDERWRITING AGREEMENT Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares and Accompanying Firm Warrants Units to be Purchased Number of Additional Option Shares and Accompanying Option Warrants Securities to be Purchased if the Over-Allotment Option is Fully Exercised Number of Option Shares Number of Option Warrants Kingswood Capital Markets, division of Benchmark Investments, Inc. [●] [●] TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm SharesUnits: 2,000,000 Number of Firm Warrants: 2,000,000 [●] Number of Option Shares: 300,000 [●] Number of Option Warrants: 300,000 [●] Public Offering Price per Firm Share and Firm WarrantUnit: $5.00 [●] Public Offering Price per Option Share and Share: $[●] Public Offering Price per Option Warrant: $5.00 [●] Underwriting Discount per Firm Share and Firm WarrantUnit: $0.40 [●] Underwriting Discount per Option Share and Share: $[●] Underwriting Discount per Option Warrant: $0.40 [●] Proceeds to Company per Firm Share and Firm Warrant Unit (before expenses): $4.60 [●] Proceeds to Company per Option Share and (before expenses): $[●] Proceeds to Company per Option Warrant (before expenses): $4.60 [●] Underwriting Non-accountable expense allowance per Firm Unit: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 [None.] SCHEDULE 3 List of Lock-Up Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, DIGITAL BRANDS GROUPGUARDION HEALTH SCIENCES, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSWALLACHBETH CAPITAL, division of Benchmark Investments, Inc. LLC By: Name: Xxxxxx Xxxxx Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT Chief Compliance Officer On behalf of each of the Underwriters Underwriting Agreement SCHEDULE 1 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 MarketsXxxxxxx Xxxx Capital, division of Benchmark Investments, Inc. [●] [●] TOTAL [●] [●] LLC Total SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 Public Offering Price per Firm Share and Firm Warrant: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 Underwriting Discount per Firm Share and Firm Warrant: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 SCHEDULE 3 2 List of Lock-Up PartiesParties SCHEDULE 3 Finder’s Fees Tail Fee due to Dinosaur Financial Group, LLC, for any investment in the Offering made by:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUP, INC. SIMPLICITY ESPORTS AND GAMING COMPANY By: Name: Jxx Xxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division THINKEQUITY A Division of Benchmark InvestmentsFordham Financial Management, Inc. By: Name: Exxx Xxxx Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT Head of Investment Banking/Underwritings SCHEDULE 1 Underwriter Total Number of Firm Shares and Accompanying Firm Warrants Units to be Purchased Number of Additional Option Shares and Accompanying to be Purchased if the Over-Allotment Option is Fully Exercised Number of Option Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Kingswood Capital MarketsThinkEquity, a division of Benchmark InvestmentsFordham Financial Management, Inc. [●] [●] [●] TOTAL [●] [●] [●] SCHEDULE 2-A Pricing Information Number of Firm SharesUnits: 2,000,000 Number of Firm Warrants: 2,000,000 [________] Number of Option Shares: 300,000 [________] Number of Option Warrants: 300,000 [_________] Public Offering Price per Firm Share and Firm WarrantUnit: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 [__] Underwriting Discount per Firm Share and Firm WarrantUnit: $0.40 [__] Underwriting Discount Non-accountable expense allowance per Option Share and Option WarrantUnit: $0.40 [__] Proceeds to Company per Firm Share and Firm Warrant Unit (before expenses): $4.60 [__] Proceeds to Company per Option Share and (before expenses): $[●] Proceeds to Company per Option Warrant (before expenses): $4.60 [●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 None. SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up PartiesParties Directors and Officers: Jxx Xxxxxx Rxxxx Xxxxxxxx Dxxxxx X. Xxxxxxxx Sxxxxx Xxxxxxxx F. Jxxxx Xxxxxxx Sxxxx Xxxxxx Mxx Xxxxxx Fxxxx Xxxxx Exxxxx Xxxxxxx Jxxxxxx Xxxxxxx H. Xxxxxxx, Xx. 5% Holders: The K2 Principal Fund, L.P. Polar Asset Management Partners Inc. IXXX Xxxxxx Trust Txxxxxx X. Xxxxxxxx – SEP IXX Sch 3-1 EXHIBIT A Form of Warrant Agreement EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C-1 D&O Lock-Up Agreement EXHIBIT C-2 Shareholder Lock-Up Agreement Ex. C-1 EXHIBIT D Form of Press Release Simplicity Esports and Gaming Company [Date] TBD This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended. EXHIBIT E Form of Opinion of Counsel TBD

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUPIMAC Holdings, INC. Inc. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSCxxxxxx & Co., division of Benchmark Investments, Inc. LLC By: Name: Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriters Underwriter Total Number of Firm Shares and Accompanying Firm Warrants Units 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 MarketsNumber of Option Warrants to be Purchase if the Over- Allotment Option is Fully Exercised Cxxxxxx & Co., division of Benchmark InvestmentsLLC Dxxxxx Xxxxx Securities, Inc. [●] [●] TOTAL [●] [●] Total SCHEDULE 2-A Pricing Information Number of Firm SharesShares underlying the Units: 2,000,000 [●] Number of Firm WarrantsWarrants underlying the Units: 2,000,000 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 [●] Public Offering Price per Unit: $[●] Value of each Unit attributable to Firm Share and Share: $[●] Value of each Unit attributable each Firm Warrant: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 [●] Underwriting Discount per Firm Share and Firm WarrantUnit: $0.40 [●] Underwriting Discount Non-accountable expense allowance per Option Share and Option WarrantUnit: $0.40 [●] Proceeds to Company per Firm Share and Firm Warrant Unit (before expenses): $4.60 Proceeds to Company [●] Price per Option Share and Share: $[●] Underwriting Discount per Option Warrant (before expenses): Share: $4.60 [●] Price per Option Warrant: $[●] Underwriting Discount per Option Warrant: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up PartiesParties EXHIBIT A Form of Lock-Up Agreement [●], 2018 Cxxxxxx & Co., LLC 10 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Cxxxxxx & Co., LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with IMAC Holdings, Inc., a Delaware company (the “Company”), providing for the public offering (the “Public Offering”) of units (the “Units”), each of which is comprised of one share of common stock of the Company, par value $0.001 per share (the “Common Stock”), and one warrant to purchase one share of Common Stock of the Company.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUPVIRIOS THERAPEUTICS, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division THINKEQUITY A Division of Benchmark InvestmentsFordham Financial Management, Inc. By: Name: :Exxx Xxxx Title: DIGITAL BRANDS GROUP, INC. Head of Investment Banking VIRIOS THERAPEUTICS – UNDERWRITING AGREEMENT SCHEDULE 1 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 MarketsThinkEquity, a division of Benchmark InvestmentsFordham Financial Management, Inc. [●] [●] . TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 [•] Number of Option Shares: 300,000 Number of Option Warrants: 300,000 [•] Public Offering Price per Firm Share and Firm WarrantShare: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 [•] Underwriting Discount per Firm Share and Firm WarrantShare: $0.40 [•] Underwriting Discount Non-accountable expense allowance per Option Share and Option WarrantShare: $0.40 [•] Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 [•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up PartiesParties Rxxxxx Xxxxxxxxx Rxxxxxx Xxxxx Gxxx Xxxxxx Dxxxx Xxxxxx Wxxxxxx X. Xxxxxxx, M.D. Rxxxxx Xxxxx Axxxxx Xxxxx University of Alabama EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK VIRIOS THERAPEUTICS, INC. Warrant Shares: _______ Initial Exercise Date: ______, 2021 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 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 five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Virios Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUP, INC. SIMPLICITY ESPORTS AND GAMING COMPANY By: Name: Jxx Xxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. ________________ By: Name: ________________ Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares and Accompanying Firm Warrants Units to be Purchased Number of Additional Option Shares and Accompanying to be Purchased if the Over-Allotment Option is Fully Exercised Number of Option Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Kingswood Capital Markets, division of Benchmark Investments, Inc. ________________ [●] [●] [●] TOTAL [●] [●] [●] SCHEDULE 2-A Pricing Information Number of Firm SharesUnits: 2,000,000 Number of Firm Warrants: 2,000,000 [________] Number of Option Shares: 300,000 [________] Number of Option Warrants: 300,000 [_________] Public Offering Price per Firm Share and Firm WarrantUnit: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 [__] Underwriting Discount per Firm Share and Firm WarrantUnit: $0.40 [__] Underwriting Discount Non-accountable expense allowance per Option Share and Option WarrantUnit: $0.40 [__] Proceeds to Company per Firm Share and Firm Warrant Unit (before expenses): $4.60 [__] Proceeds to Company per Option Share and (before expenses): $[●] Proceeds to Company per Option Warrant (before expenses): $4.60 [●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 None. SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up PartiesParties Directors and Officers: Jxx Xxxxxx Rxxxx Xxxxxxxx Dxxxxx X. Xxxxxxxx Sxxxxx Xxxxxxxx F. Jxxxx Xxxxxxx Mxx Xxxxxx Fxxxx Xxxxx Exxxxx Xxxxxxx Jxxxxxx Xxxxxxx H. Xxxxxxx, Xx. 5% Holders: The K2 Principal Fund, L.P. Polar Asset Management Partners Inc. IXXX Xxxxxx Trust Txxxxxx X. Xxxxxxxx – SEP IXX Sch 3-1 EXHIBIT A Form of Warrant Agreement EXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C-1 D&O Lock-Up Agreement EXHIBIT C-2 Shareholder Lock-Up Agreement Ex. C-1 EXHIBIT D Form of Press Release Simplicity Esports and Gaming Company [Date] TBD This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended. EXHIBIT E Form of Opinion of Counsel TBD

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUP, NETCAPITAL INC. By: By:/s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. By: THINKEQUITY LLC By:/s/ Xxxx Xxxx Name: Xxxx Xxxx Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT Head of Investment Banking SCHEDULE 1 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. [●] [●] ThinkEquity LLC . 1,725,000 TOTAL [●] [●] 1,725,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 1,725,000 Public Offering Price per Firm Share and Firm WarrantShare: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 0.70 Underwriting Discount per Firm Share and Firm WarrantShare: $0.40 0.049 Underwriting Discount Non-accountable expense allowance per Option Share and Option WarrantShare: $0.40 0.007 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 0.651 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 None SCHEDULE 2-C Written Testing-the-Waters Communications None SCHEDULE 3 List of Lock-Up PartiesParties Netcapital Systems LLC (Delaware) Xxxxxxx Xxxx Xxxxxx Xxxxxxxx Xxx Xxxx Xxxxxx Xxxxx Xxxxxx Xxx Xxxxxx Xxxxx Xxxxx Xxxxxxxx EXHIBIT A Form of Representative’s Warrant THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTOR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOTSUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THESECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO JANUARY 15, 2024. VOID AFTER 5:00 P.M., EASTERN TIME, JULY 19, 2028. WARRANT TO PURCHASE COMMON STOCK NETCAPITAL INC. Warrant Shares: _______ Initial Exercise Date: January 15, 2024 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, ThinkEquity LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after January 15, 2024 (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 July 19, 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Netcapital Inc., a corporation formed under the laws of the State of Utah (the “Company”), up to [__] shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, 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 GROUPSIGNAL GENETICS, INC. By: Name: Title: Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD AEGIS CAPITAL MARKETS, division of Benchmark Investments, Inc. CORP. By: Name: Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT SCHEDULE 1 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 Aegis Capital Markets, division of Benchmark Investments, Inc. [●] [●] TOTAL [●] [●] Corp. SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 Number of Option Additional Shares: 300,000 Number of Option Warrants: 300,000 Public Offering Price per Firm Share and Firm WarrantShare: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 Underwriting Discount per Firm Share and Firm WarrantShare: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 $ Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company $ Underwriting Non-accountable expense allowance per Option Share and Option Warrant (before expenses): $4.60 Share: $ SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP [Free writing prospectus filed with the Commission SEC on April 28[●], 2021 2015] SCHEDULE 2-X Xxxxxxx Xxxxxxx-xxx-Xxxxxx Xxxxxxxxxxxxxx Xxxx X-0X SCHEDULE 3 List of Lock-Up PartiesParties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Txxxxx X. Xxxxxxx Dxxxxxx X. Xxxxxxxx LxXxx Alpha LLLP Rxxxx X. Xxxxx, M.D. Dxxxx X. Xxxxxx, R. Ph. LFIT-A Trust LxXxx 2012 Nevada Trust EXHIBIT A Form of Representative’s Warrant Agreement Reference is made to Exhibit 4.2 to the Registration Statement on Form S-1 (File Number 333-201533) of Signal Genetics, Inc., which is incorporated by reference. Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUPPROTAGENIC THERAPEUTICS, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. By: Name: Title: DIGITAL BRANDS GROUPProtagenic Therapeutics, INC. Inc. – UNDERWRITING AGREEMENT Underwriting Agreement SCHEDULE 1 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. [●] [●] Brookline Capital Markets, a division of Arcadia Securities, LLC TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Shares and Accompanying Firm Warrants: 2,000,000 Number of Option Shares: 300,000 Number of Shares and Accompanying Option Warrants: 300,000 Public Offering Price per Firm Share and Firm WarrantPrice: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 $ Underwriting Discount per Firm Share and Firm Accompanying Warrant: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 $ Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 $ Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 $ SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 [None.] SCHEDULE 3 List of Lock-Up Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usus as of the date first above written. Very truly yours, DIGITAL BRANDS GROUP, INC. GRAPHEX GROUP LIMITED By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSEX XXXXXX, division of Benchmark Investments, Inc. LLC By: Name: Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT SCHEDULE 1 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 MarketsEX Xxxxxx, division of Benchmark Investments, Inc. [●] [●] TOTAL [●] [●] LLC SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 Public Offering Price per Firm Share and Firm Warrant: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 Underwriting Discount per Firm Share and Firm Warrant: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 SCHEDULE 3 List of Lock-Up Parties:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters 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, DIGITAL BRANDS GROUP, INC. PetroShare Corp. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. Noble Financial Capital Markets By: Name: Title: DIGITAL BRANDS GROUP, INC. PetroShare Corp. – UNDERWRITING AGREEMENT Underwriting Agreement SCHEDULE 1 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. [●] [●] TOTAL [●] [●] SCHEDULE 21-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 [●] Public Offering Price per Firm Share and Firm WarrantShare: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 1.00 Underwriting Discount per Firm Share and Firm WarrantShare: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 0.10 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 0.90 SCHEDULE 21-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 None. SCHEDULE 3 2 List of Lock-Up PartiesParties EXHIBIT A Form of Representative's Warrant Agreement EXHIBIT B Form of Lock-Up Agreement

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, DIGITAL BRANDS GROUPLead Real Estate Co., INC. Ltd By: Name: Exxx Xxxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as the Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSEX Xxxxxx, division Division of Benchmark Investments, Inc. LLC By: Name: Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Underwriters Total Number of Firm Shares and Accompanying Firm Warrants ADSs to be Purchased Number of Additional Option Shares and Accompanying Option Warrants ADSs to be Purchased if the Over-Allotment Option is Fully Exercised Kingswood Capital Markets, division of Benchmark Investments, Inc. [●] [●] TOTAL [●] [●] Total Schedules and Exhibits SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 Public Offering Price per Firm Share and Firm Warrant: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 Underwriting Discount per Firm Share and Firm Warrant: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 SCHEDULE 3 2 List of Lock-Up PartiesParties • SCHEDULE 3 Compensation for Tail Financings and M&A Transactions Capitalized terms used in this Schedule shall have the meanings assigned to such terms in the Agreement to which this Schedule is attached.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, 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 GROUPBRIDGELINE DIGITAL, INC. By: __________________________ Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSTHINKEQUITY, division A Division of Benchmark InvestmentsFordham Financial Management, Inc. By: Name: Exxx Xxxx Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT Head of Investment Banking SCHEDULE 1 Underwriter Total Number of Firm Class A Units Number of Class B Units Number of Option Shares and Accompanying Firm Warrants to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative Number of Additional Option Shares and Accompanying Option Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Kingswood Capital Marketsby the Representative ThinkEquity, a division of Benchmark InvestmentsFordham Financial Management, Inc. [●] [●] TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm SharesClass A Units: 2,000,000 $[●] Number of Firm WarrantsClass B Units: 2,000,000 $[●] Number of Option Shares: 300,000 $[●] Number of Option Warrants: 300,000 $[●] Public Offering Price per Firm Share and Firm WarrantClass A Unit: $5.00 [●] 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 and Share: $[●] Underwriting Discount per Option Warrant: $5.00 Underwriting Discount per Firm Share and Firm Warrant: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 [●] Proceeds to Company per Firm Share and Firm Warrant Class A Unit (before expenses): $4.60 [●] Proceeds to Company per Class B Unit (before expenses): $[●] Proceeds to Company per Option Share and (before expenses): $[●] Proceeds to Company per Option Warrant (before expenses): $4.60 0.0093 The Company shall be credited by an amount equal to 50% of the underwriting discount and non-accountable expense allowance at Closing for sale of Shares to investors listed on Schedule A annexed hereto; which shall reduce the aggregate Underwriting Discount and Underwriting non-accountable expense allowance. SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP Free writing prospectus filed with the Commission SEC on April 28October 9, 2021 2018 Free writing prospectus filed with the SEC on [ ], 2018 SCHEDULE 3 List of Lock-Up PartiesParties SCHEDULE A Company Investors:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, DIGITAL BRANDS GROUPNanoVibronix, INC. Inc. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark InvestmentsDxxxxx Xxxxx Securities, Inc. By: Name: Rxxxxx X. Xxxxxx, Xx. Title: DIGITAL BRANDS GROUPChief Executive Officer On behalf of each of the Underwriters NanoVibronix, INC. Inc. – UNDERWRITING AGREEMENT Underwriting Agreement SCHEDULE 1 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 InvestmentsDxxxxx Xxxxx Securities, Inc. [●] [●] TOTAL Total [●] [●] SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 Public Offering Price per Firm Share and Firm Warrant: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 Underwriting Discount per Firm Share and Firm Warrant: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 SCHEDULE 3 List None. EXHIBIT A Form of Representative’s Unit Purchase Option 29 EXHIBIT B Form of Lock-Up PartiesAgreement

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] [Signature Page] Underwriting Agreement If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, DIGITAL BRANDS GROUPAditx Therapeutics, INC. Inc. By: Name: Amro Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark InvestmentsXxxxxx Xxxxx Securities, Inc. By: Name: Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares and Accompanying Firm Warrants Securities 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 MarketsXxxxxx Xxxxx Securities, division of Benchmark InvestmentsInc., Inc. [●] [●] TOTAL [●] Total: [●] SCHEDULE 2-A 2 Pricing Information Number of Firm Shares: 2,000,000 [1,333,334] Number of Firm Warrants: 2,000,000 [1,333,334] Series A warrants and [1,333,334] Series B warrants Number of Option Shares: 300,000 [200,000] Number of Option Warrants: 300,000 [200,000] Series A warrants and [200,000] Series B warrants Public Offering Price per one Firm Share and one Series A Firm Warrant and one Series B Firm Warrant: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 [9.00] Underwriting Discount per one Firm Share and one Series A Firm Warrant and one Series B Firm Warrant: $0.40 [0.72] (8.0%) Price per Option Share: $[8.99] Underwriting Discount per Option Share and Option WarrantShare: $0.40 Proceeds to Company [0.7192] Price per Firm Share and Firm Warrant (before expenses): set of Option Warrants: $4.60 Proceeds to Company [0.01] Underwriting Discount per set of Option Share and Warrants: $[0.0092] EXHIBIT A Form of Representative’s Unit Purchase Option Warrant (before expenses): $4.60 SCHEDULE 2-EXHIBIT B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 SCHEDULE 3 List Form of Lock-Up PartiesAgreement

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, 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: Cxxxx Xxxx “Sxx” Teo Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSEX XXXXXX, division of Benchmark Investments, Inc. LLC By: Name: Sxx Xxxxxxxxxx Title: DIGITAL BRANDS GROUP, INC. Supervisory Principal Treasure Global Inc – UNDERWRITING AGREEMENT Underwriting Agreement SCHEDULE 1 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 MarketsEX Xxxxxx, division of Benchmark Investments, Inc. [●] [●] LLC 1,995,000 300,000 Jxxxxx Xxxxxx & Co., LLC 5,000 - TOTAL [●] [●] 2,000,000 300,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 Public Offering Price per Firm Share and Firm WarrantShare: $5.00 4.00 Public Offering Price per Option Share and Option WarrantShare: $5.00 4.00 Underwriting Discount per Firm Share and Firm WarrantShare: $0.40 0.28 Underwriting Discount per Option Share and Option WarrantShare: $0.40 0.28 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 3.72 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 3.72 Underwriting Non-accountable expense allowance per Firm Share: $0.04 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 None. SCHEDULE 3 List of Lock-Up Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, DIGITAL BRANDS GROUPLead Real Estate Co., INC. Ltd By: Name: Xxxx Xxxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as the Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark InvestmentsNetwork 1 Financial Securities, Inc. By: Name: Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT Signature Page to Underwriting Agreement SCHEDULE 1 Underwriter Underwriters Total Number of Firm Shares and Accompanying Firm Warrants ADSs to be Purchased Number of Additional Option Shares and Accompanying Option Warrants ADSs to be Purchased if the Over-Allotment Option is Fully Exercised Kingswood Capital Markets, division of Benchmark Investments, Inc. [●] [●] TOTAL [●] [●] Total Schedules and Exhibits SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 Public Offering Price per Firm Share and Firm Warrant: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 Underwriting Discount per Firm Share and Firm Warrant: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 SCHEDULE 3 2 List of Lock-Up PartiesParties • EXHIBIT A Form of Lock-Up Agreement ____________, 2022 Network 1 Financial Securities, Inc. 0 Xxxxxx Xxxxxx, Xxxxxxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Network 1 Financial Securities, Inc., the representative in the Company’s recent Public Offering (as defined below) (the “Representative”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Lead Real Estate Co., Ltd, a joint-stock corporation with limited liability formed under the laws of Japan (the “Company”), providing for the initial public offering (the “Public Offering”) of a certain number of the Company’s American Depositary Shares (the “ADSs” or the “Securities”) of the Company. To induce the underwriters to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, during the period commencing on the date of the Underwriting Agreement and ending one hundred and eighty (180) days after such date (the “Lock-Up Period”): (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs or any securities convertible into or exercisable or exchangeable for ADSs, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of the Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. If (i) the Company issues an earnings or material news press release, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release, unless the Representative waives such extension. No provision in this agreement shall be deemed to restrict or prohibit the exercise or exchange by the undersigned of any option or warrant to acquire ADSs, or securities exchangeable or exercisable for or convertible into ADSs, provided that the undersigned does not transfer the acquired on such exercise or exchange during the Lock-Up Period, unless otherwise permitted pursuant to the terms of this lock-up agreement. In addition, no provision herein shall be deemed to restrict or prohibit the entry into or modification of a so-called “10b5-1” plan at any time (other than the entry into or modification of such a plan in such a manner as to cause the sale of any ADSs or any securities convertible into or exercisable or exchangeable for Shares within the Lock-Up Period). The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s ADSs subject to this lock-up agreement. The undersigned understands that the Company and the underwriters are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned understands that, if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Securities to be sold thereunder, then this lock-up agreement shall be void and of no further force or effect. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. The Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative. The undersigned acknowledges that no assurances are given by the Company or the underwriters that this Public Offering will be consummated. This lock-up agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours, (Name - Please Print) (Signature) (Name of Signatory, in the case of entities - Please Print) (Title of Signatory, in the case of entities - Please Print) Address: Email: Date:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, 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 GROUPTRANSCODE THERAPEUTICS, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. THINKEQUITY LLC By: Name: Title: DIGITAL BRANDS GROUPTransCode Therapeutics, INC. Inc. – UNDERWRITING AGREEMENT Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares and Accompanying Firm Warrants to be Purchased Total Number of Additional Firm Pre- funded Warrants Number of Option Shares and Accompanying Number of Option Pre- funded Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Kingswood Capital Markets, division of Benchmark Investments, Inc. ThinkEquity LLC [●·] [●·] [·] [·] TOTAL [●·] [●·] [·] [·] SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 [·] Number of Firm Pre-funded Warrants: 2,000,000 [·] Number of Option Shares: 300,000 [·] Number of Option Pre-funded Warrants: 300,000 [·] Public Offering Price per Firm Share and Firm WarrantShare: $5.00 [·] Public Offering Price per Option Share and Option Pre-funded Warrant: $5.00 [·] Underwriting Discount per Firm Share and Firm Share: $[·] Underwriting Discount per Pre-funded Warrant: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 [·] Proceeds to Company per Firm Share and Firm (before expenses): $[·] Proceeds to Company per Pre-funded Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 [·] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUPRISE OIL & GAS, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. THINKEQUITY LLC By: Name: Title: DIGITAL BRANDS GROUPRise Oil & Gas, INC. Inc. – UNDERWRITING AGREEMENT Underwriting Agreement SCHEDULE 1 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. [●] [●] TOTAL [●] [●] ThinkEquity LLC........................................................................ TOTAL........................................................................................ Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 [●] Number of Option Shares: 300,000 Number of Option Warrants: 300,000 [●] Public Offering Price per Firm Share and Firm WarrantShare: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 [●] Underwriting Discount per Firm Share and Firm WarrantShare: $0.40 [●] Underwriting Discount Non-accountable expense allowance per Option Share and Option WarrantShare: $0.40 [●] Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 [●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Sch. 2-1 SCHEDULE 3 List of Lock-Up PartiesParties Directors and Officers

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUPXENETIC BIOSCIENCES, INC. By: :__________________ Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 heretoUnderwriter: KINGSWOOD CAPITAL MARKETS, division of Benchmark InvestmentsLADENBURG XXXXXXXX & CO. INC. By:___________________________ Name: Xxxxx Xxxxxx Title: Managing Director Xenetic Biosciences, Inc. By: Name: Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares and Accompanying Firm Warrants to be Purchased Total Number of Additional Option Shares and Accompanying Option Underlying Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Kingswood Capital Markets, division of Benchmark Investments, Ladenburg Xxxxxxxx & Co. Inc. [●__] [●__] TOTAL [●__] [●__] SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 [__] Number of Firm WarrantsWarrant: 2,000,000 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 [__] Public Offering Price per Firm Share and Firm Warrantshare: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 [ ] Underwriting Discount per Firm Share and Firm Warrantshare: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 [ ] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 None. SCHEDULE 3 List of Lock-Up PartiesParties · M. Xxxxx Xxxxxxx · Firdaus Jal Dastoor, FCS · Xxxxx Xxxxxxx · Xxxxxxx Xxxxxxx-Xxxxx · PJSC Pharmsynthez · SynBio LLC · Baxalta, Incorporated (its successor-in-interest, Shire plc) · Serum Institute of India Limited · Kirill Surkov Exhibit A Form of Warrant XENETIC BIOSCIENCES, INC. Warrant To Purchase Common Stock Warrant No.: Number of Shares of Common Stock:_____________ Date of Issuance: July [___], 2016 (“Issuance Date”) Xenetic Biosciences, Inc., a Nevada corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [Name of Holder], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the date hereof (the “Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), ______________ (_____________)1 fully paid nonassessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 15. This Warrant is the Warrant to purchase Common Stock (this “Warrant”) issued pursuant to Section [__] of that certain Underwriting Agreement (the “Underwriting Agreement”), dated as of July ___, 2016 (the “Issuance Date”), by and between the Company and the underwriters named therein.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUPIMAC Holdings, INC. Inc. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark InvestmentsDxxxxx Xxxxx Securities, Inc. By: Name: Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriters Underwriter Total Number of Firm Shares and Accompanying Firm Warrants Units 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 MarketsNumber of Option Warrants to be Purchase if the Over- Allotment Option is Fully Exercised Cxxxxxx & Co., division of Benchmark InvestmentsLLC Dxxxxx Xxxxx Securities, Inc. [●] [●] TOTAL [●] [●] Total SCHEDULE 2-A Pricing Information Number of Firm SharesShares underlying the Units: 2,000,000 [●] Number of Firm WarrantsWarrants underlying the Units: 2,000,000 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 [●] Public Offering Price per Unit: $[●] Value of each Unit attributable to Firm Share and Share: $[●] Value of each Unit attributable each Firm Warrant: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 [●] Underwriting Discount per Firm Share and Firm WarrantUnit: $0.40 [●] Underwriting Discount Non-accountable expense allowance per Option Share and Option WarrantUnit: $0.40 [●] Proceeds to Company per Firm Share and Firm Warrant Unit (before expenses): $4.60 Proceeds to Company [●] Price per Option Share and Share: $[●] Underwriting Discount per Option Warrant (before expenses): Share: $4.60 [●] Price per Option Warrant: $[●] Underwriting Discount per Option Warrant: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up PartiesParties EXHIBIT A Form of Lock-Up Agreement [●], 201 9 Dxxxxx Xxxxx Securities, Inc. 1 Xxxxx Xxxxxxx Xxxxxxx, 0xx Xxxxx Xxxx Xxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Dxxxxx Xxxxx Securities, Inc. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with IMAC Holdings, Inc., a Delaware company (the “Company”), providing for the public offering (the “Public Offering”) of units (the “Units”), each of which is comprised of one share of common stock of the Company, par value $0.001 per share (the “Common Stock”), and one warrant to purchase one share of Common Stock of the Company.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS MXXX GROUP, INC. By: Name: Title: Mxxxxxx Xxxx, President Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSJXXXXX XXXXXX & CO., division of Benchmark Investments, Inc. LLC. By: Name: Exxx Xxxx Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT Head of Investment Banking/Underwritings SCHEDULE 1 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-Over- Allotment Option is Fully Exercised Kingswood Capital MarketsJxxxxx Xxxxxx & Co., division of Benchmark Investments, Inc. [●] [●] LLC. TOTAL [●] [●] Sch. 1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 [•] Number of Option Shares: 300,000 Number of Option Warrants: 300,000 [•] Public Offering Price per Firm Share and Firm WarrantShare: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 [•] Underwriting Discount per Firm Share and Firm WarrantShare: $0.40 [•] Underwriting Discount Non-accountable expense allowance per Option Share and Option WarrantShare: $0.40 [•] Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 [•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up PartiesParties 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 DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) JXXXXX XXXXXX & CO., LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF JXXXXX XXXXXX & CO., LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK MXXX GROUP, INC. Warrant Shares: _______ Initial Exercise Date: ______, 2016 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, Jxxxxx Xxxxxx & Co., LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2016 (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 Mxxx Group, Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, $0.0001 par value, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, DIGITAL BRANDS GROUPGUARDION HEALTH SCIENCES, INC. By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: Confirmed Chief Executive Officer Accepted by the Representatives, acting for themselves and as Representatives of the Underwriters named on Schedule 2 hereto, as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 heretowritten: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. MAXIM GROUP LLC By: /s/ Cxxxxxxx X. Xxxxxx Name: Cxxxxxxx X. Xxxxxx Title: DIGITAL BRANDS GROUPExecutive Managing Director, INC. – UNDERWRITING AGREEMENT Investment Banking WALLACHBETH CAPITAL, LLC By: /s/ Dxxxxx Xxxxx Name: Dxxxxx Xxxxx Title: Chief Compliance Officer Underwriting Agreement SCHEDULE 1 Schedule of Underwriters Underwriter Total Number of Firm Closing Shares and Accompanying Firm to be Purchased Total Number of Pre-Funded Warrants to be Purchased Total Number of Traditional Warrants to be Purchased Number of Additional Option Shares and Accompanying to be Purchased if the Over-Allotment Option is Fully Exercised Number of Option Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Kingswood Capital MarketsMaxim Group LLC 11,400,000 850,000 12,250,000 1,837,500 1,837,500 WallachBeth Capital, division of Benchmark Investments, Inc. [●] [●] LLC 11,4000,000 850,000 12,250,000 1,837,500 1,837,500 TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 Public Offering Price per Firm Share and Firm Warrant: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 Underwriting Discount per Firm Share and Firm Warrant: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 SCHEDULE 3 List of Lock-Up Parties22,800,000 1,700,000 24,500,000 3,675,000 3,675,000

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] Underwriting Agreement If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, DIGITAL BRANDS GROUPAditx Therapeutics, INC. Inc. By: Name: Amro Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark InvestmentsXxxxxx Xxxxx Securities, Inc. By: Name: Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares and Accompanying Firm Warrants Securities 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 InvestmentsXxxxxx Xxxxx Securities, Inc. [●] [●] TOTAL [●] Total: [●] SCHEDULE 2-A 2 Pricing Information Number of Firm Shares (or Preferred Shares: 2,000,000 ): [●] Number of Firm Warrants: 2,000,000 [●] Series A warrants and [●] Series B warrants Number of Option Shares: 300,000 [●] Number of Option Warrants: 300,000 [●] Series A warrants and [●] Series B warrants Public Offering Price per one Firm Share (or Preferred Share) and one Series A Firm Warrant and one Series B Firm Warrant: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 [●] Underwriting Discount per one Firm Share (or Preferred Share) and one Series A Firm Warrant and one Series B Firm Warrant: $0.40 [●] (9.0%) Price per Option Share: $[●] Underwriting Discount per Option Share and Option WarrantShare: $0.40 Proceeds to Company [●] Price per Firm Share and Firm set of Option Warrants: $0.01 Underwriting Discount per set of Option Warrants: $0.0091 EXHIBIT A Form of Representative’s Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 SCHEDULE 2--27- EXHIBIT B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 SCHEDULE 3 List Form of Lock-Up PartiesAgreement

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] Underwriting Agreement If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, DIGITAL BRANDS GROUPAditx Therapeutics, INC. Inc. By: Name: Amro Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark InvestmentsXxxxxx Xxxxx Securities, Inc. By: Name: Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares and Accompanying Firm Warrants Securities 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 MarketsXxxxxx Xxxxx Securities, division of Benchmark InvestmentsInc., Inc. [●] [●] TOTAL [●] Total: [●] SCHEDULE 2-A 2 Pricing Information Number of Firm Shares: 2,000,000 [1,900,000] Number of Firm Warrants: 2,000,000 [1,900,000] Number of Option Shares: 300,000 [285,000] Number of Option Warrants: 300,000 [285,000] Public Offering Price per one Firm Share and one Firm Warrant: $5.00 Public Offering [5.50] Underwriting Discount per one Firm Share and one Firm Warrant: $[0.44] (8.0%) Price per Option Share and Share: $[5.49] Underwriting Discount per Option Share: $[0.4392] Price per Option Warrant: $5.00 Underwriting Discount per Firm Share and Firm Warrant: $0.40 [0.01] Underwriting Discount per Option Share and Option Warrant: $0.40 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per [0.0092] EXHIBIT A Form of Representative’s Unit Purchase Option Share and Option Warrant (before expenses): $4.60 SCHEDULE 2-EXHIBIT B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 SCHEDULE 3 List Form of Lock-Up PartiesAgreement

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-non- compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUP, INC. Alpha Investment Inc. By: Name: Txxx Xxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSBoustead Securities, division of Benchmark Investments, Inc. LLC By: Name: Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT SCHEDULE 1 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-Over- Allotment Option is Fully Exercised Kingswood Capital MarketsBoustead Securities, division of Benchmark Investments, Inc. LLC TOTAL [●_____] [●] TOTAL [●] [●_____] SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 [_____] Number of Option Shares: 300,000 Number of Option Warrants: 300,000 [_____] Public Offering Price per Firm Share and Firm Warrantor Option Share, as applicable: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 [_____] Underwriting Discount per Firm Share and Firm Warrantor Option Share, as applicable: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 Proceeds to Company [_____] Non-Accountable Expense Allowance per Firm Share and Firm Warrant (before expenses): or Option Share, as applicable: $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 [_____] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 SCHEDULE 2-C Written Testing-the-Waters Communications None SCHEDULE 3 List of Lock-Up PartiesParties EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form of Press Release

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUPPOLAR POWER, INC. By: Name: Xxxxxx X. Xxxx Title: President and CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative Representatives of the several Underwriters named on Schedule 1 hereto: KINGSWOOD XXXXXX XXXXXX & CO., LLC. By: Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings XXXX CAPITAL MARKETSPARTNERS, division of Benchmark Investments, Inc. LLC By: Name: Title: DIGITAL BRANDS GROUP, INC. [ISSUER] – UNDERWRITING AGREEMENT Underwriting Agreement SCHEDULE 1 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 Xxxxxx Xxxxxx & Co., LLC Xxxx Capital MarketsPartners, division of Benchmark Investments, Inc. [●] [●] LLC Feltl and Company TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 [•] Number of Option Shares: 300,000 Number of Option Warrants: 300,000 [•] Public Offering Price per Firm Share and Firm WarrantShare: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 [•] Underwriting Discount per Firm Share and Firm WarrantShare: $0.40 [•] Underwriting Discount Non-accountable expense allowance per Option Share and Option WarrantShare: $0.40 [•] Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 [•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up PartiesParties Xxxxxx X. Xxxx Xxxxxx Xxxxxx Xxxx Xxxxxx Xxxxx Xxxxxxxx Xxxxxxx Xxxxxxx Smartgen Solutions, Inc. Polaris Capital, LLC Xxxxxxx Xxxxxxx Xxxx Xxxxxxxxxx

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter Agreement shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUP, BRANCHOUT FOOD INC. By: Name: Title: Exxx Xxxxx Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSALEXANDER CAPITAL, division of Benchmark Investments, Inc. L.P. By: Name: Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT Jxxxxxxx Xxxxxx Managing Director SCHEDULE 1 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-Over- Allotment Option is Fully Exercised Kingswood Capital MarketsAlexander Capital, division of Benchmark Investments, Inc. [●] [●] L.P. 1,250,000 187,500 TOTAL [●] [●] 1,250,000 187,500 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 [1,250,000] Number of Option Shares: 300,000 Number of Option Warrants: 300,000 [187,500] Public Offering Price per Firm Share and Firm WarrantShare: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 [●] Underwriting Discount per Firm Share and Firm WarrantShare: $0.40 [●] Underwriting Discount Non-accountable expense allowance per Option Share and Option WarrantShare: $0.40 [●] Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 [●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up PartiesParties Directors & Officers: Exxx Xxxxx Dxxxxxx Xxxxx Jxxx Xxxxxxxx Dxxxx Xxxxxx Gxxx Xxxxxxxxxx [●] Stockholders: Exxx Xxxxx Dxxxx Xxxxxx [●] EXHIBIT A Form of Representative’s Warrant A-1 EXHIBIT B Form of Lock-Up Agreement [__], 2023 Alexander Capital, L.P., as Representative 10 Xxxxx Xxxxxx New York, New York 10004 Ladies and Gentlemen: The undersigned understands that you, as representative (the “Representative”) of the several Underwriters (as defined below), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with BranchOut Food Inc., a Nevada corporation (the “Company”), providing for the initial public offering (the “Initial Public Offering”) by the several underwriters named in [ ] of the Underwriting Agreement of shares of common stock, par value $0.001 per share, of the Company (the “Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. To induce the Representative to continue its efforts in connection with the Initial Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and ending 360 days after the date of the final prospectus (the “Prospectus”) relating to the Initial Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, 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 GROUPRUTHIGEN, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSDXXXXX XXXXX SECURITIES, division of Benchmark Investments, Inc. INC. By: Name: Title: DIGITAL BRANDS GROUPRuthigen, INC. Inc. – UNDERWRITING AGREEMENT Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares and Accompanying to be Purchased Total Number of Firm Series A 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 Number of Benchmark InvestmentsOption Warrants to be Purchased if the Over- Allotment Option is Fully Exercised Dxxxxx Xxxxx Securities, Inc. [●] [●] TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 [•] Number of Firm Series A Warrants: 2,000,000 Shares underlying Firm Series A Warrant: Shares underlying Firm Series B Warrant: Number of Option Shares: 300,000 Number of [•] Shares underlying Option WarrantsSeries A Warrant: 300,000 Shares underlying Option Series B Warrant: Public Offering Price per Firm Share and Firm Series A Warrant: $5.00 Public Offering [•] Underwriting Discount per Share and Series A Warrant: $[•] Underwriting Non-accountable expense allowance per Share and Series A Warrant: $[•] Purchase Price per Option Share and Share: [.] Purchase Price per Option Warrant: $5.00 Underwriting Discount per Firm Share and Firm Warrant: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 [.] Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 [•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up PartiesParties Hojabr Axxxx Xxxxxx Hxxxxx Rxxxxxx Xxxxxx Gxxxxxx Xxxxxx Oculus Innovative Sciences, Inc. EXHIBIT A Form of Representative’s Warrant Agreement EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form of Press Release [COMPANY] [Date] [COMPANY] (the “Company”) announced today that Dxxxxx Xxxxx Securities, Inc., acting as representative for the underwriters in the Company’s recent public offering of _______ shares of the Company’s common stock, is [waiving] [releasing] a lock-up restriction with respect to _________ shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on _________, 20___, and the shares may be sold on or after such date. This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS MR2 GROUP, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division THINKEQUITY A Division of Benchmark InvestmentsFordham Financial Management, Inc. By: Name: Title: DIGITAL BRANDS GROUPJoinders The undersigned hereby join in this Agreement and agree to be bound by Sections 2.50 , INC. 5.1 and 5.3 above but only with respect to Marketing Analysts, LLC, acknowledging that each has or will receive material personal benefit from the transactions described herein: MARKETING ANALYSTS, LLC By: (Seal) Rxxxxxx Xxxxxxx, President Rxxxxxx Xxxxxxx /s/ Rxxxxx Xxxxxxx Rxxxxx Xxxxxxx [ISSUER] – UNDERWRITING AGREEMENT Underwriting Agreement SCHEDULE 1 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 MarketsThinkEquity, a division of Benchmark InvestmentsFordham Financial Management, Inc. [●] [●] TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 [●] Number of Option Shares: 300,000 Number of Option Warrants: 300,000 [●] Public Offering Price per Firm Share and Firm WarrantShare: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 [●] Underwriting Discount per Firm Share and Firm WarrantShare: $0.40 [●] Underwriting Discount Non-accountable expense allowance per Option Share and Option WarrantShare: $0.40 [●] Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 [●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up PartiesParties Bxxxx Xxxx Twelve months Mxxxxx Xxxxxxxxx Twelve months Mxxxxxx X. France Six months Jxxx X. Xxxx Twelve months Axxxxxxxx Xxxxxx Twelve months Jxxxx Xxxxxx Twelve months Rxxxxx Xxxxxxx Twelve months Gxxxxxx Rebel Six months Rxxxxxx Xxxxxxx Twelve months Gxxx X. Xxxxx Twelve months Rxxxxxx Xxxxxx Twelve months Exxxxx X. Xxxxxx Six months EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK MR2 GROUP, INC. Warrant Shares: _______ Initial Exercise Date: ______, 2019 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, ThinkEquity, a division of Fordham Financial Management Inc. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after __________________, 20191 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MR2 Group, Inc., a Nevada corporation (the “Company”), up to ____________________________ shares2 (the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”) initially, as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect 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, DIGITAL BRANDS GROUP, INC. Yoshiharu Global Co. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSEX XXXXXX, division of Benchmark Investments, Inc. LLC By: Name: Sxx Xxxxxxxxxx Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT Supervisory Principal SCHEDULE 1 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 MarketsEX Xxxxxx, division of Benchmark Investments, Inc. [●] [●] LLC Valuable Capital Limited TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 Public Offering Price per Firm Share and Firm Warrant: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 Underwriting Discount per Firm Share and Firm Warrant: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 SCHEDULE 3 List of Lock-Up Parties:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUP, INCBEAMR IMAGING LTD. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. THINKEQUITY LLC By: Name: Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT SCHEDULE 1 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. [●] [●] ThinkEquity LLC. TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 [●] Number of Option Shares: 300,000 Number of Option Warrants: 300,000 [●] Public Offering Price per Firm Share and Firm WarrantShare: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 [●] Underwriting Discount per Firm Share and Firm WarrantShare: $0.40 [●] Underwriting Discount Non-accountable expense allowance per Option Share and Option WarrantShare: $0.40 [●] Proceeds to Company per Firm Share and Firm Warrant (before expensesexpenses and non-accountable expense allowance): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 [●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 None. SCHEDULE 3 List 2-C Written Testing-the-Waters Communications None. EXHIBIT A Form of Lock-Up PartiesRepresentative’s Warrant Agreement

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] ​ ​ ​ If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUP, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: ​ KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. ​ By: Name: Title: ​ DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT ​ ​ ​ SCHEDULE 1 Underwriter Total Number of Firm ofFirm 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. [●] [●] TOTAL [●] [●] ​ ​ ​ ​ SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 Public Offering Price per Firm Share and Firm Warrant: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 Underwriting Discount per Firm Share and Firm Warrant: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 ​ ​ ​ SCHEDULE 3 List of Lock-Up Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUP, INC. Xxxxx Xxxx Bio-Technology Holdings Limited By: Name: Xxxx Xxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. XX Xxxxxx LLC By: Name: Xxx Xxxxxxxxxx Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT Supervisory Principal SCHEDULE 1 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 MarketsXX Xxxxxx LLC Revere Securities, division of Benchmark InvestmentsLLC Dominari Securities LLC X.X. Xxxxxxxx & Co., Inc. [●] [●] TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 [●] Public Offering Price per Firm Share and Firm WarrantShare: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 [●] Underwriting Discount per Firm Share and Firm WarrantShare: $0.40 Underwriting Discount [●] Non-accountable Expense Allowance per Option Share and Option WarrantShare: $0.40 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 [●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 [●] SCHEDULE 3 List 2-C Written Testing-the-Waters Communications None EXHIBIT A Form of Lock-Up PartiesAgreement [●], 2024 XX Xxxxxx LLC 000 Xxxxxxx Xxxxxx, 39th Floor New York, New York 10022 As Representative of the several Underwriters named on Schedule 1 attached hereto Ladies and Gentlemen: As an inducement to the underwriters, for which XX Xxxxxx LLC is acting as representative (the “Representative”), to execute an underwriting agreement (the “Underwriting Agreement”) providing for a public offering (the “Offering”) of ordinary shares (the “Ordinary Shares”), of Xxxxx Xxxx Bio-Technology Holdings Limited and any successor (by merger or otherwise) thereto (the “Company”), the undersigned hereby agrees that without, in each case, the prior written consent of the Representative during the period specified in the second succeeding paragraph (the “Lock-Up Period”), the undersigned will not: (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible into, exercisable or exchangeable for or that represent the right to receive Ordinary Shares (including Ordinary Shares which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option) whether now owned or hereafter acquired (the “Undersigned’s Securities”); (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Undersigned’s Securities, whether any such transaction described in clause (1) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to, the registration of any Ordinary Shares or any security convertible into or exercisable or exchangeable for Ordinary Shares; or (4) publicly disclose the intention to do any of the foregoing. The undersigned agrees that the foregoing restrictions preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Securities even if such Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any of the Undersigned’s Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Undersigned’s Securities. The Lock-Up Period will commence on the date of this Agreement and continue and include the date six (6) months from the commencement of the Company’s first day of trading on the Nasdaq Capital Market pursuant to the Underwriting Agreement. If the undersigned is an officer or director of the Company, (i) the Representative agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Ordinary Shares, the Representative will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by issuing a press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply if both (a) the release or waiver is effected solely to permit a transfer not for consideration, and (b) the transferee has agreed in writing to be bound by the same terms described in this letter that are applicable to the transferor, to the extent and for the duration that such terms remain in effect at the time of the transfer.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, DIGITAL BRANDS GROUP, INC. Electrameccanica Vehicles Corp. By: /s/ Kxxxxxx Xxxxxxx Name: Kxxxxxx Xxxxxxx Title: Chief Financial Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSTHE BENCHMARK COMPANY, division of Benchmark Investments, Inc. LLC By: /s/ Jxxx X. Xxxxx Name: Jxxx X. Xxxxx III Title: DIGITAL BRANDS GROUPSenior Managing Director, INC. Head of Investment Banking [Signature Page] Electrameccanica Vehicles Corp. – UNDERWRITING AGREEMENT Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares and Accompanying Firm Warrants Units to be Purchased at 93% of the Public Offering Price per Firm Unit Total Number of Additional Option Shares and Accompanying Option Warrants Firm Units to be Purchased at 94.5% of the Public Offering Price per Firm Unit Number of Option Units to be Purchased at 93% of the Public Offering Price per Firm Unit if the Over-Over- Allotment Option is Fully Exercised Kingswood Capital Markets, division of Benchmark Investments, Inc. [●] [●] TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 Number of Option Shares: 300,000 Number Units to be Purchased at 94.5% of Option Warrants: 300,000 the Public Offering Price per Firm Share and Firm Warrant: $5.00 Public Offering Price per Unit if the Over- Allotment Option Share and Option Warrant: $5.00 Underwriting Discount per Firm Share and Firm Warrant: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 is Fully Exercised The Benchmark Company, LLC 758,847 182,353 113,827 27,353 ThinkEquity, a division of Fordham Financial Management, Inc. 758,847 182,353 113,827 27,353 Cxxxxxx & Co., LLC 379,424 91,176 56,914 13,676 Total 1,897,118 455,882 284,568 68,382 SCHEDULE 2-B 2 Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 None. SCHEDULE 3 List of Lock-Up PartiesParties Jxxxx Xxxxx Ixxx Xxxx Hxxxx Xxxxxxx Kxxxxxx Xxxxxxx Ex Xxxxxxxx Sxxxx Xxxxxxxx Sxxxxx Xxxxxxx Rxxxxx Xxxxxxxx Mxxx Xxxx Lxxxx Xxxxxxxxxx Ixxxx Xxxx Mxxxx Xxxxxx Yuan Sxxxx Xxxxx Shang Wxx Xxxx Unison International Holdings Ltd. Zongshen (Canada) Environtech Ltd. EXHIBIT A Form of Representative’s Warrant Agreement Attached EXHIBIT B Form of Lock-Up Agreement Attached

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance noncompliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUP, INC. CEL-SCI Corporation By: /s/ Geert R. Xxxxxxx Name: Geert R. Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. LLC By: /s/ Sxx Xxxxxxxxxx Name: Sxx Xxxxxxxxxx Title: DIGITAL BRANDS GROUP, INC. Regulatory Principal Cel-Sci Corporation – UNDERWRITING AGREEMENT Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares and Accompanying Firm Warrants to be Purchased bePurchased 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, LLC 1,395,000 210,000 Westpark Capital, Inc. [●] [●] 5,000 0 TOTAL [●] [●] 1,400,000 210,000 SCHEDULE 2-A 2 Pricing Information Number of Firm Shares: 2,000,000 1,400,000 Number of Firm Warrants: 2,000,000 Number of Option Additional Shares: 300,000 Number of Option Warrants: 300,000 210,000 Public Offering Price per Firm Share and Firm Warrant: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 Underwriting Discount per Firm Share and Firm Warrant: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 SCHEDULE 3 List of Lock-Up PartiesShare:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, 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. BRERA HOLDINGS PLC By: Name: Xxxxxx X. XxXxxxx Title: Executive Chairman Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSREVERE SECURITIES, division of Benchmark Investments, Inc. LLC By: Name: Xxxx Xxxx Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT President SCHEDULE 1 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-Over- Allotment Option is Fully Exercised Kingswood Capital MarketsRevere Securities, division of Benchmark Investments, Inc. [●] [●] LLC TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 Public Offering Price per Firm Share and Firm Warrant: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 Underwriting Discount per Firm Share and Firm Warrant: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 SCHEDULE 3 List of Lock-Up Parties:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUPMICROLIN BIO, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative Representatives of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSBREAN CAPITAL, division of Benchmark Investments, Inc. LLC By: Name: Title: DIGITAL BRANDS GROUPSUMMER STREET RESEARCH PARTNERS By: Name: Title: XXXXXX ASSOCIATES, INC. – UNDERWRITING AGREEMENT L.P. By: Name: Title: SCHEDULE 1 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 MarketsBrean Capital, division of Benchmark InvestmentsLLC Summer Street Research Partners Xxxxxx Associates, Inc. [●] L.P. [●] TOTAL [●] [●] Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 [•] Number of Option Shares: 300,000 Number of Option Warrants: 300,000 [•] Public Offering Price per Firm Share and Firm WarrantShare: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 [•] Underwriting Discount per Firm Share and Firm WarrantShare: $0.40 [•] Underwriting Discount Non-accountable Expense Allowance per Option Share and Option WarrantShare: $0.40 [•] Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 [•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 [INSERT] SCHEDULE 2-C Written Testing-the-Waters Communications [INSERT] Sch. 2-1 SCHEDULE 3 List of Lock-Up PartiesParties Sch. 3-1

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUP, CINGULATE INC. By: Name: Sxxxx X. Xxxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSBXXXXXXX CAPITAL, division of Benchmark Investments, Inc. LLC By: Name: Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares and Accompanying to be Purchased Total Number of Pre-Funded Warrants Total Number of Firm Series A Warrants to be Purchased Total Number of Additional Option Shares and Accompanying Option Firm Series B Warrants to be Purchased Total Number of Option Shares if the Over-Allotment Option is Fully Exercised Kingswood in Full Total Number of Option Series A Warrants if the Over-Allotment Option is Exercised in Full Total Number of Option Series B Warrants if the Over-Allotment Option is Exercised in Full Bxxxxxxx Capital, LLC [●] [●] [●] [●] [●] [●] [●] Brookline Capital Markets, division of Benchmark Investments, Inc. Markets [●] [●] [●] [●] [●] [●] [●] Lxxxxxx & Company (UK) Ltd. [●] [●] [●] [●] [●] [●] [●] TOTAL [●] [●] [●] [●] [●] [●] [●] SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 [__] Number of Pre-Funded Warrants: [__] Number of Firm Series A Warrants: 2,000,000 [__] Number of Firm Series B Warrants: [__] Number of Option Shares: 300,000 [__] Number of Option Series A Warrants: 300,000 [__] Number of Option Series B Warrants: [__] Public Offering Price per Firm Share and accompanying Firm Series A Warrant and Firm Series B Warrant: $5.00 [__] Public Offering Price per Pre-Funded Warrant and accompanying Firm Series A Warrant and Firm Series B Warrant: [__] Public Offering Price per Option Share Share: [__] Public Offering Price per Option Series A Warrant and Option Series B Warrant: $5.00 0.01 Underwriting Discount per Firm Share and accompanying Firm Series A Warrant and Firm Series B Warrant: $0.40 [__] Underwriting Discount per Pre-Funded Warrant and accompanying Firm Series A Warrant and Firm Series B Warrant: [__] Underwriting Discount per Option Share Share: [__] Underwriting Discount per Option Series A Warrant and Option Series B Warrant: $0.40 0.0007 Proceeds to the Company (before expenses) per Firm Share and accompanying Firm Series A Warrant and Firm Series B Warrant: [__] Proceeds to the Company (before expenses): $4.60 ) per Pre-Funded Warrant and accompanying Firm Series A Warrant and Firm Series B Warrant: [__] Proceeds to the Company per Option Share and Option Warrant (before expenses): ) per Option Share: [__] Proceeds to the Company (before expenses) per Option Series A Warrant and Option Series B Warrant: $4.60 0.0093 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 None. SCHEDULE 3 List of Lock-Up PartiesParties Sxxxx X. Xxxxxxxx Lxxxx X. Xxx Xxxx Lxxxxx X. Xxxxx Cxxxx X. Xxxxxxxxx Rxxx X. Xxxxx Mxxxxxx Xxxxx Gxxxx Xxxxxx Cxxx Xxxxxxxx Sxxxx Xxxxxxxxx Pxxxxxx Xxxxxxxxx Pxxxx X. Xxxxx EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Series A Warrant EXHIBIT C Form of Series B Warrant EXHIBIT D Form of Representative’s Warrant Agreement EXHIBIT E Form of Lock-Up Agreement Lock-Up Agreement ____________, 2023 BXXXXXXX CAPITAL, LLC 500 Xxxxxx Xxxxxx Xxxxx, Xxxxx 000 Fort Washington, PA 19034 Ladies and Gentlemen: The undersigned understands that Bxxxxxxx Capital, LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Cingulate Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of securities of the Company, including shares of common stock of the Company, par value $0.0001 per share (the “Common Stock” or the “Securities”). To induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and ending ninety (90) days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Securities or any securities convertible into or exercisable or exchangeable for the Securities, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect 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, DIGITAL BRANDS GROUPNYIAX, INC. By: Name: . Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSWESTPARK CAPITAL, division of Benchmark Investments, Inc. INC. By: Name: Xxxxxxx Xxxxxxxxx Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT CEO SCHEDULE 1 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 InvestmentsWestPark Capital, Inc. [●] [●] TOTAL [●] [●] 1,875,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 Public Offering Price per Firm Share and Firm WarrantShare: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 $ Underwriting Discount per Firm Share and Firm WarrantShare: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 $ Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 $ SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 None Schedule - 2 B SCHEDULE 2-C Written Testing-the-Waters Communications Schedule - 2 C SCHEDULE 3 List of Lock-Up PartiesParties EXHIBIT A Form of Representative’s Warrant Agreement Ex. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS (180) FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) WestPark Capital, Inc., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF _______________ OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO March [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, September [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK NYIAX, INC. Warrant Shares:_______ Initial Exercise Date: THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after (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 years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from NYIAX, INC., a Delaware corporation (the “Company”), up to shares of common stock, $0.0001 par value per share (the “Common Shares”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Shares under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUP, INC. MOKO SOCIAL MEDIA LIMITED By: /s/ Ixx Xxxxxxx Name: Ixx Xxxxxxx Title: CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD AEGIS CAPITAL MARKETS, division of Benchmark Investments, Inc. CORP. By: /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: DIGITAL BRANDS GROUP, INC. Head of Investment Banking [Signature Page] MOKO Social Media Limited – UNDERWRITING AGREEMENT Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares and Accompanying Firm Warrants Securities to be Purchased Number of Additional Option Shares and Accompanying Option Warrants Securities to be Purchased if the Over-Allotment Option is Fully Exercised Kingswood Aegis Capital Markets, division Corp. 60,000,000 Ordinary Shares in the form of Benchmark Investments, Inc. [●] [●] ADSs 9,000,000 Ordinary Shares in the form of ADSs TOTAL [●] [●] 60,000,000 Ordinary Shares in the form of ADSs 9,000,000 Ordinary Shares in the form of ADSs SCHEDULE 2-A Pricing Information Number of Firm SharesSecurities: 2,000,000 Number 60,000,000 Ordinary Shares in the form of Firm Warrants: 2,000,000 ADSs Number of Option SharesSecurities: 300,000 Number 9,000,000 Ordinary Shares in the form of Option Warrants: 300,000 ADSs Public Offering Price per Firm Share and Firm WarrantSecurity: $5.00 Public Offering Price 1.70 per Option Share and Option Warrant: $5.00 ADS Underwriting Discount per Firm Share and Firm WarrantSecurity: $0.40 0.119 per ADS Underwriting Discount Non-accountable expense allowance per Option Share and Option WarrantFirm Security: $0.40 0.017 per ADS Proceeds to Company per Firm Share and Firm Warrant Security (before expenses): $4.60 1.564 per ADS Proceeds to Company per Option Share and Option Warrant Security (before expenses): $4.60 1.581 per ADS SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 None. SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up PartiesParties Gxxx XxXxxx Lxx Xxxxxxx Xx. Jxxx Xxxxx Dxxxx Xxxxxx Mxxx Xxxxxx Exxx Xxxxxx Ixx Xxxxxxx Sxxxxxx Xxxx

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, 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 ESPORTS ENTERTAINMENT GROUP, INC. By: Name: Title: Xxxxx Xxxxxxx Chief Executive Officer Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. MAXIM GROUP LLC By: Name: Title: DIGITAL BRANDS GROUPXxxxxxxx X. Xxxxxx Executive Managing Director, INC. – UNDERWRITING AGREEMENT Investment Banking SCHEDULE 1 Underwriter Total Number of Firm Shares and Accompanying Firm Warrants Securities to be Purchased Number of Additional Option Shares and Accompanying Option Warrants Securities to be Purchased if the Over-Allotment Option is Fully Exercised Kingswood Capital MarketsNumber of Firm Units Number of Option Shares Number of Option Warrants Maxim Group LLC Xxxxxx Xxxxxx & Co., division of Benchmark Investments, Inc. [●] [●] TOTAL [●] [●] LLC Totals SCHEDULE 2-A 2 Pricing Information Number of Firm SharesUnits: 2,000,000 Number of Firm Warrants: 2,000,000 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 Public Offering Price per Firm Share and Firm Warrant: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 Underwriting Discount per Firm Share and Firm Warrant: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 SCHEDULE 3 List of Lock-Up Parties:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, DIGITAL BRANDS GROUPYAYYO, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSThe Benchmark Company, division of Benchmark Investments, Inc. LLC By: Name: Title: DIGITAL BRANDS GROUPOn behalf of each of the Underwriters YAYYO, INC. – UNDERWRITING AGREEMENT Underwriting Agreement SCHEDULE 1 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-Over- Allotment Option is Fully Exercised Kingswood Capital MarketsThe Benchmark Company, division of Benchmark Investments, Inc. [●] [●] TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 Public Offering Price per Firm Share and Firm Warrant: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 Underwriting Discount per Firm Share and Firm Warrant: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 LLC Total SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 Intentionally Omitted SCHEDULE 3 List of Lock-Up PartiesParties [_] EXHIBIT A Form of Representative’s Warrant Agreement 28 EXHIBIT B Form of Lock-Up Agreement

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUPCADRENAL THERAPEUTICS, INC. By: Name: Xxxxx Xxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETSBOUSTEAD SECURITIES, division of Benchmark Investments, Inc. LLC By: Name: Xxxxx Xxxxx Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT Chief Executive Officer SCHEDULE 1 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 MarketsBoustead Securities, division of Benchmark Investments, Inc. [●] [●] LLC TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 Public Offering Price per Firm Share and Firm Warrant: $5.00 Public Offering Price per Option Share and Option WarrantShare: $5.00 Underwriting Discount per Firm Share and Firm WarrantShare: $0.40 Underwriting Discount 0.35 Non-Accountable Expense Allowance per Option Share and Option WarrantFirm Share: $0.40 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 0.05 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 SCHEDULE 3 List 32 EXHIBIT A Form of Representative’s Warrant 33 EXHIBIT B Forms of Lock-Up PartiesAgreements