Common use of PRESS ANNOUNCEMENTS Clause in Contracts

PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agent shall, from and after any Closing, have the right to reference the Placement and the Placement Agent’s role in connection therewith in the Placement Agent’s marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense. [The remainder of this page has been intentionally left blank.] Please confirm that the foregoing correctly sets forth our agreement by signing and returning to Maxim the enclosed copy of this Agreement. Very truly yours, MAXIM GROUP LLC By: Name: Lxxxx Xxxxxxxxx Title: Co-Head of Investment Banking Address for notice: 300 Xxxx Xxxxxx, 16th Floor New York, NY 10022 Attention: Jxxxx Xxxxxx, General Counsel Email: jxxxxxx@xxxxxxxx.xxx Accepted and Agreed to as of the date first written above: KAIVAL BRANDS INNOVATIONS GROUP, Address for Notice: INC. Kaival Brands Innovations Group, Inc. 4000 Xxx Xxxxx Xxxxxxx By: Grant-Valkaria, Florida Name: Nxxxxxxxxx Xxxxx Attention: [____________ ] Title: Chief Executive Officer E-Mail: [______________ ] With a copy to (which shall not constitute notice): Sxxxxxxxx Xxxx Xxxxxxx Carmel LLP 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Floor New York, NY 10036 Telephone: (000) 000-0000 Attention:Jxxxxxx Xxxxxxx, Esq. E-mail: jxxxxxxx@xxxx.xxx [Signature Page to Placement Agency Agreement Between Kaival Brands Innovations Group, Inc. and Maxim Group LLC] ADDENDUM A INDEMNIFICATION PROVISIONS Capitalized terms used in this Addendum shall have the meanings ascribed to such terms in the Agreement to which this Addendum is attached. In addition to and without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), the Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, “Losses”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent’s acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party’s gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the “Indemnified Parties”): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, shareholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder except to the extent that such failure or delay causes actual material harm to the Company, or materially prejudices its ability to defend such action, suit, proceeding or investigation on behalf of such Indemnified Party. In case any such action is brought against any Indemnified Party and such Indemnified Party notifies the Company of the commencement thereof, the Company may elect to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and an Indemnified Party may employ counsel to participate in the defense of any such action provided, that the employment of such counsel shall be at the Indemnified Party’s own expense, unless (i) the employment of such counsel has been authorized in writing by the Company, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) that there are legal defenses available to the Indemnification Party that are not available to the Company, or that there exists a conflict or potential conflict of interest (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the Company that makes it impossible or inadvisable for counsel to the Company to conduct the defense of both parties (in which case the Company will not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the Company has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, disbursements and other charges of such counsel will be at the expense of the Company; provided, further, that in no event shall the Company be required to pay fees and expenses for more than one firm of attorneys (and local counsel) representing Indemnified Parties. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company’s written consent. The Company shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its shareholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and its shareholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. [The remainder of this page has been intentionally left blank.] Very truly yours, MAXIM GROUP LLC By: Name: Cxxxxxxx X. Xxxxxx Title: Co-President Address for notice: 300 Xxxx Xxxxxx, 16th Floor New York, NY 10022 Attention: Jxxxx Xxxxxx, General Counsel Email: jxxxxxx@xxxxxxxx.xxx KAIVAL BRANDS INNOVATIONS GROUP, Address for Notice: INC. Kaival Brands Innovations Group, Inc. By: 4000 Xxx Xxxxx Xxxxxxx Name: Nxxxxxxxxx Xxxxx Gxxxx-Valkaria, Florida Title: Chief Executive Officer Attention: [____________ E-Mail: [______________] With a copy to (which shall not constitute notice): Sxxxxxxxx Xxxx Xxxxxxx Carmel LLP 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Floor New York, NY 10036 Telephone: (000) 000-0000 Attention: Jxxxxxx Xxxxxxx, Esq. E-mail: jxxxxxxx@xxxx.xxx [Signature Page to Indemnification Provisions Pursuant to Placement Agency Agreement] between Kaival Brands Innovations Group, Inc. and Maxim Group LLC]

PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agent shall, from and after any Closing, have the right to reference the Placement and the Placement Agent’s ’ role in connection therewith in the Placement Agent’s ’ marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense. [The remainder of this page has been intentionally left blank.] Please confirm that the foregoing correctly sets forth our agreement by signing and returning to Maxim the enclosed copy of this Agreement. Very truly yours, MAXIM GROUP LLC By: /s/ Cxxxxxxx X. Xxxxxx Name: Lxxxx Xxxxxxxxx Cxxxxxxx X. Xxxxxx Title: Co-Head of Executive Managing Director, Investment Banking Address for notice: 300 400 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx Xxxxxx, 16th Floor New York, NY 10022 00000 Attention: Jxxxx Xxxxxx, General Counsel Cxxxxxxx X. Xxxxxx Email: jxxxxxx@xxxxxxxx.xxx cxxxxxx@xxxxxxxx.xxx Accepted and Agreed to as of the date first written above: KAIVAL BRANDS INNOVATIONS GROUP, Address for Notice: INC. Kaival Brands Innovations Group, Inc. 4000 Xxx Xxxxx Xxxxxxx GLOBUS MARITIME LIMITED By: Grant-Valkaria, Florida /s/ Axxxxxxxxx Feidakis Name: Nxxxxxxxxx Xxxxx Attention: [____________ ] Axxxxxxxxx Feidakis Title: Chief Executive Officer E-MailAddress for notice: [______________ ] With a copy to (which shall not constitute notice): Sxxxxxxxx Xxxx Xxxxxxx Carmel LLP 1000 Xxxxxx xx xxx XxxxxxxxGlobus Maritime Limited 100 Xxxxxxxxxxxx Xxxxxx, 00xx Floor New York0xx Xxxxx 166 74 Glyfada Athens, NY 10036 TelephoneGreece Attention: (000) 000-0000 Attention:Jxxxxxx XxxxxxxAxxxxxxxxx Feidakis, Esq. E-mailChief Executive Officer Email: jxxxxxxx@xxxx.xxx a.x.xxxxxxxx@xxxxxxxxxxxxxx.xx [Signature Page page to June 2020 Placement Agency Agreement Between Kaival Brands Innovations Group, Inc. and Maxim Group LLCLLC and Globus Maritime Limited] ADDENDUM A INDEMNIFICATION PROVISIONS Capitalized terms used in this Addendum shall have the meanings ascribed to such terms in the Agreement to which this Addendum is attached. In addition to and without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), the Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, “Losses”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent’s acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Maxim Group LLC (the “Placement Agent Agent”) by Globus Maritime Limited (the “Company”) pursuant to a placement agency agreement dated as of the date hereof, between the Company or for any other reason, except to and the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party’s gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the “Indemnified Parties”): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons as it may be amended from time to time in writing (within the meaning of the federal securities laws“Agreement”), and the officers, directors, partners, shareholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder except to the extent that such failure or delay causes actual material harm to the Company, or materially prejudices its ability to defend such action, suit, proceeding or investigation on behalf of such Indemnified Party. In case any such action is brought against any Indemnified Party and such Indemnified Party notifies the Company of the commencement thereof, the Company may elect to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and an Indemnified Party may employ counsel to participate in the defense of any such action provided, that the employment of such counsel shall be at the Indemnified Party’s own expense, unless (i) the employment of such counsel has been authorized in writing by the Company, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) that there are legal defenses available to the Indemnification Party that are not available to the Company, or that there exists a conflict or potential conflict of interest (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the Company that makes it impossible or inadvisable for counsel to the Company to conduct the defense of both parties (in which case the Company will not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the Company has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, disbursements and other charges of such counsel will be at the expense of the Company; provided, further, that in no event shall the Company be required to pay fees and expenses for more than one firm of attorneys (and local counsel) representing Indemnified Parties. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company’s written consent. The Company shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, hereby agrees as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its shareholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and its shareholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. [The remainder of this page has been intentionally left blank.] Very truly yours, MAXIM GROUP LLC By: Name: Cxxxxxxx X. Xxxxxx Title: Co-President Address for notice: 300 Xxxx Xxxxxx, 16th Floor New York, NY 10022 Attention: Jxxxx Xxxxxx, General Counsel Email: jxxxxxx@xxxxxxxx.xxx KAIVAL BRANDS INNOVATIONS GROUP, Address for Notice: INC. Kaival Brands Innovations Group, Inc. By: 4000 Xxx Xxxxx Xxxxxxx Name: Nxxxxxxxxx Xxxxx Gxxxx-Valkaria, Florida Title: Chief Executive Officer Attention: [____________ E-Mail: [______________] With a copy to (which shall not constitute notice): Sxxxxxxxx Xxxx Xxxxxxx Carmel LLP 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Floor New York, NY 10036 Telephone: (000) 000-0000 Attention: Jxxxxxx Xxxxxxx, Esq. E-mail: jxxxxxxx@xxxx.xxx [Signature Page to Indemnification Provisions Pursuant to Placement Agency Agreement] between Kaival Brands Innovations Group, Inc. and Maxim Group LLC]follows:

PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agent shall, from and after any Closing, have the right to reference the Placement and the Placement Agent’s role in connection therewith in the Placement Agent’s marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense. [The remainder of this page has been intentionally left blank.] Please confirm that the foregoing correctly sets forth our agreement by signing and returning to Maxim the enclosed copy of this Agreement. Very truly yours, MAXIM GROUP LLC By: /s/ Xxxxxxxx X. Xxxxxx Name: Lxxxx Xxxxxxxxx Xxxxxxxx X. Xxxxxx Title: Co-Head of Executive Managing Director, Investment Banking Address for notice: 300 Xxxx Xxxxxx000 Xxxxxxxxx Xxxxxx Xxx Xxxx, 16th Floor New York, NY 10022 XX 00000 Attention: Jxxxx Xxxxx Xxxxxx, General Counsel Email: jxxxxxx@xxxxxxxx.xxx xxxxxxx@xxxxxxxx.xxx Accepted and Agreed to as of the date first written above: KAIVAL BRANDS INNOVATIONS GROUP, Address for Notice: INCSINO-GLOBAL SHIPPING AMERICA LTD. Kaival Brands Innovations Group, Inc. 4000 Xxx Xxxxx Xxxxxxx By: Grant-Valkaria, Florida /s/ Xxx Xxx Name: Nxxxxxxxxx Xxxxx Attention: [____________ ] Xxx Xxx Title: Chairman, Chief Executive Officer E-Mailand President Address for notice: [______________ ] With a copy to (which shall not constitute notice): Sxxxxxxxx Xxxx Xxxxxxx Carmel LLP 1000 Xxxxxx xx xxx Xxxxxxxx0000 Xxxxxxxx Xxxxxxxxx, 00xx Floor New YorkXxxxx 000 Xxxxxx, NY 10036 Telephone11576 Email: (000) 000Between Sino-0000 Attention:Jxxxxxx Xxxxxxx, Esq. E-mail: jxxxxxxx@xxxx.xxx [Signature Page to Placement Agency Agreement Between Kaival Brands Innovations Group, Inc. Global Shipping America Ltd.. and Maxim Group LLC] ADDENDUM A INDEMNIFICATION PROVISIONS Capitalized terms used in this Addendum shall have the meanings ascribed to such terms in the Agreement to which this Addendum is attached. In addition to and without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), the Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, “Losses”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent’s acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including the engagement letter between the Placement Agent and the Company, dated February 8, 2018), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party’s gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the “Indemnified Parties”): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, shareholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder except to the extent that such failure or delay causes actual material harm to the Company, or materially prejudices its ability to defend such action, suit, proceeding or investigation on behalf of such Indemnified Party. In case any such action is brought against any Indemnified Party and such Indemnified Party notifies the Company of the commencement thereof, the Company may elect to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and an Indemnified Party may employ counsel to participate in the defense of any such action provided, that the employment of such counsel shall be at the Indemnified Party’s own expense, unless (i) the employment of such counsel has been authorized in writing by the Company, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) that there are legal defenses available to the Indemnification Party that are not available to the Company, or that there exists a conflict or potential conflict of interest (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the Company that makes it impossible or inadvisable for counsel to the Company to conduct the defense of both parties (in which case the Company will not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the Company has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, disbursements and other charges of such counsel will be at the expense of the Company; provided, further, that in no event shall the Company be required to pay fees and expenses for more than one firm of attorneys (and local counsel) representing Indemnified Parties. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company’s written consent. The Company shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its shareholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and its shareholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. [The remainder of this page has been intentionally left blank.] Very truly yours, MAXIM GROUP LLC By: /s/ Xxxxxxxx X. Xxxxxx Name: Cxxxxxxx Xxxxxxxx X. Xxxxxx Title: CoExecutive Managing Director, Investment Banking SINO-President Address for notice: 300 Xxxx Xxxxxx, 16th Floor New York, NY 10022 Attention: Jxxxx Xxxxxx, General Counsel Email: jxxxxxx@xxxxxxxx.xxx KAIVAL BRANDS INNOVATIONS GROUP, Address for Notice: INCGLOBAL SHIPPING AMERICA LTD. Kaival Brands Innovations Group, Inc. By: 4000 /s/ Xxx Xxxxx Xxxxxxx Xxx Name: Nxxxxxxxxx Xxxxx Gxxxx-Valkaria, Florida Xxx Xxx Title: Chairman, Chief Executive Officer Attention: [____________ E-Mail: [______________] With a copy to (which shall not constitute notice): Sxxxxxxxx Xxxx Xxxxxxx Carmel LLP 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Floor New York, NY 10036 Telephone: (000) 000-0000 Attention: Jxxxxxx Xxxxxxx, Esq. E-mail: jxxxxxxx@xxxx.xxx [Signature Page to Indemnification Provisions and President Pursuant to Placement Agency Agreement] Agreement between Kaival Brands Innovations Group, Inc. Sino-Global Shipping America Ltd. and Maxim Group LLC]

PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agent shall, from and after any Closing, have the right to reference the Placement and the Placement Agent’s role in connection therewith in the Placement Agent’s marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense. [The remainder of this page has been intentionally left blank.] Please confirm that the foregoing correctly sets forth our agreement by signing and returning to Maxim the enclosed copy of this Agreement. Very truly yours, MAXIM GROUP LLC By: Name: Lxxxx Xxxxxxxxx Title: Co-Head of Investment Banking Address for notice: 300 Xxxx Xxxxxx, 16th Floor New York, NY 10022 Attention: Jxxxx Xxxxxx, General Counsel Email: jxxxxxx@xxxxxxxx.xxx Accepted and Agreed to as of the date first written above: KAIVAL BRANDS INNOVATIONS GROUP, Address for Notice: INC. Kaival Brands Innovations Group, Inc. 4000 Xxx Xxxxx Xxxxxxx By: Grant-Valkaria, Florida Name: Nxxxxxxxxx Xxxxx Attention: [____________ ] Title: Chief Executive Officer E-Mail: [______________ ] With a copy to (which shall not constitute notice): Sxxxxxxxx Xxxx Xxxxxxx Carmel LLP 1000 /s/ Cxxxxxxx X. Xxxxxx xx xxx Xxxxxxxx, 00xx Floor New York, NY 10036 Telephone: (000) 000-0000 Attention:Jxxxxxx Xxxxxxx, Esq. E-mail: jxxxxxxx@xxxx.xxx [Signature Page to Placement Agency Agreement Between Kaival Brands Innovations Group, Inc. and Maxim Group LLC] ADDENDUM A INDEMNIFICATION PROVISIONS Capitalized terms used in this Addendum shall have the meanings ascribed to such terms in the Agreement to which this Addendum is attached. In addition to and without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), the Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, “Losses”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent’s acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party’s gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the “Indemnified Parties”): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, shareholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder except to the extent that such failure or delay causes actual material harm to the Company, or materially prejudices its ability to defend such action, suit, proceeding or investigation on behalf of such Indemnified Party. In case any such action is brought against any Indemnified Party and such Indemnified Party notifies the Company of the commencement thereof, the Company may elect to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and an Indemnified Party may employ counsel to participate in the defense of any such action provided, that the employment of such counsel shall be at the Indemnified Party’s own expense, unless (i) the employment of such counsel has been authorized in writing by the Company, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) that there are legal defenses available to the Indemnification Party that are not available to the Company, or that there exists a conflict or potential conflict of interest (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the Company that makes it impossible or inadvisable for counsel to the Company to conduct the defense of both parties (in which case the Company will not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the Company has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, disbursements and other charges of such counsel will be at the expense of the Company; provided, further, that in no event shall the Company be required to pay fees and expenses for more than one firm of attorneys (and local counsel) representing Indemnified Parties. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company’s written consent. The Company shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its shareholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and its shareholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. [The remainder of this page has been intentionally left blank.] Very truly yours, MAXIM GROUP LLC By: Name: Cxxxxxxx X. Xxxxxx Title: Co-President Address for notice: 300 Xxxx Xxxxxx, 16th Floor New York00xx Xxxxx Xxx Xxxx, NY 10022 XX 00000 Attention: Jxxxx Xxxxxx, General Counsel Cxxxxxxx X. Xxxxxx Email: jxxxxxx@xxxxxxxx.xxx KAIVAL BRANDS INNOVATIONS GROUP, Address for Noticecxxxxxx@xxxxxxxx.xxx Accepted and Agreed to as of the date first written above: PERFORMANCE SHIPPING INC. Kaival Brands Innovations Group, Inc. By: 4000 Xxx Xxxxx Xxxxxxx /s/ Axxxxxx Xxxxxxxxxxxxx Name: Nxxxxxxxxx Xxxxx Gxxxx-Valkaria, Florida Axxxxxx Xxxxxxxxxxxxx Title: Chief Executive Officer Address for notice: Performance Shipping Inc. Performance Shipping Inc. 300 Xxxxxxx Xxxxxx 100 00 Xxxxxx Xxxxxx Xxxxxx, Xxxxxx Attention: [____________ E-MailAxxxxxx Xxxxxxxxxxxxx, Chief Executive Officer Email: [______________] With a copy to (which shall not constitute notice): Sxxxxxxxx Xxxx Xxxxxxx Carmel LLP 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Floor New York, NY 10036 Telephone: (000) 000-0000 Attention: Jxxxxxx Xxxxxxx, Esq. E-mail: jxxxxxxx@xxxx.xxx [Signature Page to Indemnification Provisions Pursuant to Placement Agency Agreement] between Kaival Brands Innovations Group, Inc. and axxxxxxxxxxxxx@xxxxxxxxx.xxx ADDENDUM A INDEMNIFICATION PROVISIONS In connection with the engagement of Maxim Group LLC]LLC (the “Placement Agent”) by Performance Shipping Inc. (the “Company”) pursuant to a placement agency agreement dated as of the date hereof, between the Company and the Placement Agent, as it may be amended from time to time in writing (the “Agreement”), the Company hereby agrees as follows:

PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agent Maxim shall, from and after any Closingupon a successful transaction, have the right to reference the Placement and the Placement Agent’s role in connection therewith in the Placement Agent’s marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case journals at its own expenseexpense describing its services to the Company hereunder, provided that Maxim shall submit a copy of any such advertisement to the Company for its approval, such approval not to be unreasonably withheld, conditioned or delayed. [The remainder (Signature Page Follows) Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * tel: (000) 000-0000 * (000) 000-0000 * fax: (000) 000-0000 * xxx.xxxxxxxx.xxx New York, NY * Long Island, NY * Red Bank, NJ Socialwise, Inc. April __, 2010 We are delighted at the prospect of working with you and look forward to a successful Offering. If you are in agreement with the foregoing, please execute and return two copies of this page has been intentionally left blank.] Please confirm that engagement letter to the foregoing correctly sets forth our agreement undersigned. This Agreement may be executed in counterparts, electronic mail and by signing and returning to Maxim the enclosed copy of this Agreementfacsimile transmission. Very truly yours, MAXIM GROUP LLC /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Executive Managing Director, Investment Banking Agreed to and accepted this ____ day of April, 2010 SOCIALWISE, INC. By: /s/ Xxxxx Xxxxxx Name: Lxxxx Xxxxxxxxx Xxxxx Xxxxxx Title: Co-Head of Investment Banking Address for notice: 300 Xxxx Xxxxxx, 16th Floor President & Chief Executive Officer Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10022 Attention: Jxxxx Xxxxxx, General Counsel Email: jxxxxxx@xxxxxxxx.xxx Accepted and Agreed to as of the date first written above: KAIVAL BRANDS INNOVATIONS GROUP, Address for Notice: INC. Kaival Brands Innovations Group, Inc. 4000 Xxx Xxxxx Xxxxxxx By: Grant-Valkaria, Florida Name: Nxxxxxxxxx Xxxxx Attention: [____________ ] Title: Chief Executive Officer E-Mail: [______________ ] With a copy to (which shall not constitute notice): Sxxxxxxxx Xxxx Xxxxxxx Carmel LLP 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Floor New York, NY 10036 Telephone10174 * tel: (000) 000-0000 Attention:Jxxxxxx Xxxxxxx* (000) 000-0000 * fax: (000) 000-0000 * xxx.xxxxxxxx.xxx New York, Esq. E-mail: jxxxxxxx@xxxx.xxx [Signature Page to Placement Agency Agreement Between Kaival Brands Innovations GroupNY * Long Island, NY * Red Bank, NJ Socialwise, Inc. and Maxim Group LLC] ADDENDUM April __, 2010 Exhibit A INDEMNIFICATION PROVISIONS Capitalized terms used in this Addendum Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Addendum Exhibit is attached. In addition to and without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), the The Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties (as hereinafter defined) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, “Losses”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent’s acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party’s gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the “Indemnified Parties”): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, shareholdersstockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder except to the extent that such failure or delay causes actual material harm to the Company, or materially prejudices its ability to defend such action, suit, proceeding or investigation on behalf of such Indemnified Partyhereunder. In case any such action is brought against any An Indemnified Party and such Indemnified Party notifies shall have the Company right to retain counsel of the commencement thereof, the Company may elect its own choice to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Partyrepresent it, and an Indemnified Party may employ counsel to participate in the defense of any such action providedfees, that the employment expenses and disbursements of such counsel shall be at the Indemnified Party’s own expense, unless (i) the employment of such counsel has been authorized in writing borne by the Company, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) that there are legal defenses available to the Indemnification Party that are not available to the Company, or that there exists a conflict or potential conflict of interest (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the Company that makes it impossible or inadvisable for counsel to the Company to conduct the defense of both parties (in which case the Company will not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the Company has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, disbursements and other charges of such counsel will be at the expense of the Company; provided, further, that in no event shall the Company be required to pay fees and expenses for more than one firm of attorneys (and local counsel) representing Indemnified Parties. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company’s written consent. The Company shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its shareholdersstockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and its shareholdersit stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. [The remainder of this page has been intentionally left blank.] Very truly yours, MAXIM GROUP LLC By: Name: Cxxxxxxx X. Xxxxxx Title: Co-President Address for notice: 300 Xxxx Xxxxxx, 16th Floor Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10022 Attention: Jxxxx Xxxxxx, General Counsel Email: jxxxxxx@xxxxxxxx.xxx KAIVAL BRANDS INNOVATIONS GROUP, Address for Notice: INC. Kaival Brands Innovations Group, Inc. By: 4000 Xxx Xxxxx Xxxxxxx Name: Nxxxxxxxxx Xxxxx Gxxxx-Valkaria, Florida Title: Chief Executive Officer Attention: [____________ E-Mail: [______________] With a copy to (which shall not constitute notice): Sxxxxxxxx Xxxx Xxxxxxx Carmel LLP 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Floor New York, NY 10036 Telephone10174 * tel: (000) 000-0000 Attention* (000) 000-0000 * fax: Jxxxxxx Xxxxxxx, Esq. E(000) 000-mail: jxxxxxxx@xxxx.xxx [Signature Page to Indemnification Provisions Pursuant to Placement Agency Agreement] between Kaival Brands Innovations Group, Inc. and Maxim Group LLC]0000 * xxx.xxxxxxxx.xxx

PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agent shallDaxxxx Xxxxx xhall, from and after any Closingupon a successful transaction, have the right to reference the Placement and the Placement Agent’s role in connection therewith in the Placement Agent’s marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case journals at its own expenseexpense describing its services to the Company hereunder, provided that Daxxxx Xxxxx xhall submit a copy of any such advertisement to the Company for its approval, such approval not to be unreasonably withheld, conditioned or delayed. [The remainder Daxxxx Xxxxx Xecurities Member FINRA/SIPC Innovus Pharmaceuticals, Inc. December 16, 2011 Page 9 of 11 If the terms of our engagement as set forth in this page has been intentionally left blank.] Please confirm that the foregoing correctly sets forth our agreement by signing letter are satisfactory to you, please sign and returning to Maxim date the enclosed copy of this Agreementletter and return it to us. Very truly yours, MAXIM GROUP LLC Daxxxx Xxxxx Xecurities, Inc. By: Name: Lxxxx Xxxxxxxxx Title: Co-/s/ Joxxxx Xxxxxxx Joxxxx X. Xxxxxxx Managing Partner, Head of Investment Banking Address for noticeBy: 300 Xxxx Xxxxxx, 16th Floor New York, NY 10022 Attention: Jxxxx Xxxxxx, General Counsel Email: jxxxxxx@xxxxxxxx.xxx Accepted and /s/ Thxx Xxxxx Thom Hands President Agreed to as and accepted this 16th day of the date first written above: KAIVAL BRANDS INNOVATIONS GROUPDecember, Address for Notice: INC2011;. Kaival Brands Innovations GroupInnovus Pharmaceuticals, Inc. 4000 Xxx Xxxxx Xxxxxxx By: Grant-Valkaria, Florida Name: Nxxxxxxxxx /s/ Vixxxx Xxx Vixxxx Xxx President and CEO Daxxxx Xxxxx Attention: [____________ ] Title: Chief Executive Officer E-Mail: [______________ ] With a copy to (which shall not constitute notice): Sxxxxxxxx Xxxx Xxxxxxx Carmel LLP 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Floor New York, NY 10036 Telephone: (000) 000-0000 Attention:Jxxxxxx Xxxxxxx, Esq. E-mail: jxxxxxxx@xxxx.xxx [Signature Page to Placement Agency Agreement Between Kaival Brands Innovations GroupXecurities Member FINRA/SIPC Innovus Pharmaceuticals, Inc. and Maxim Group LLC] ADDENDUM December 16, 2011 Page 10 of 11 Exhibit A INDEMNIFICATION PROVISIONS Capitalized terms used in this Addendum Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Addendum Exhibit is attached. In addition to and without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), the The Company agrees to indemnify and hold harmless Placement Agent Daxxxx Xxxxx Xecurities, Inc. (“Daxxxx Xxxxx”) and each of the other Indemnified Parties (as hereinafter defined) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all reasonable legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, “Losses”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent’s acting Daxxxx Xxxxx’x xcting for the Company, including, without limitation, any act or omission by Placement Agent in Daxxxx Xxxxx xn connection with its acceptance of or the performance or non-performance of its obligations under transaction contemplated by the Engagement Letter Agreement between the Company and Placement Agent to Daxxxx Xxxxx xo which these indemnification provisions are attached and form a partpart (the “Engagement Letter Agreement”), any breach by the Company of any representation, warranty, covenant or agreement contained in the Engagement Letter Agreement (or in any instrument, document or agreement relating thereto), or the enforcement by Placement Agent of Daxxxx Xxxxx xf its rights under the Engagement Letter Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence negligence, willful misconduct, or willful misconduct bad faith of, or violations of law by, the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by Daxxxx Xxxxx xy the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party’s gross negligence or willful misconduct. These Indemnification Provisions indemnification provisions shall extend to the following persons (collectively, the “Indemnified Parties”): Placement AgentDaxxxx Xxxxx, its present and former affiliated entities, managers, members, officerspartners, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, shareholdersstockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, liability which the Company may otherwise have to any Indemnified Party. Daxxxx Xxxxx Xecurities Member FINRA/SIPC Innovus Pharmaceuticals, Inc. December 16, 2011 Page 11 of 11 If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, or any third-party claim of which an Indemnified Party becomes aware, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder (except to the extent that such failure or delay causes the Company has suffered actual material harm to the Company, or materially prejudices its ability to defend such action, suit, proceeding or investigation on behalf of such Indemnified Partyprejudice thereby). In case any such action is brought against any An Indemnified Party and such Indemnified Party notifies shall have the Company right to retain counsel of the commencement thereof, the Company may elect its own choice to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Partyrepresent it, and an Indemnified Party may employ counsel to participate in the defense of any such action providedreasonable fees, that the employment expenses and disbursements of such counsel shall be at the Indemnified Party’s own expense, unless (i) the employment of such counsel has been authorized in writing borne by the Company, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) that there are legal defenses available to the Indemnification Party that are not available to the Company, or that there exists a conflict or potential conflict of interest (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the Company that makes it impossible or inadvisable for counsel to the Company to conduct the defense of both parties (in which case the Company will not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the Company has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, disbursements and other charges of such counsel will be at the expense of the Company; provided, further, that in no event shall the Company be required to pay fees and expenses for more than one firm of attorneys (and local counsel) representing Indemnified Parties. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company’s written consent. The Company shall not, without the prior written consent of Placement AgentDaxxxx Xxxxx, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its shareholdersstockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and its shareholdersstockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Engagement Letter Agreement relates relative to the amount of fees actually received by Placement Agent in paid to Daxxxx Xxxxx xn connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant Daxxxx Xxxxx xursuant to the Engagement Letter Agreement. Neither termination nor completion of the Agreement engagement of Daxxxx Xxxxx xeferred to above shall affect these Indemnification Provisions indemnification provisions which shall remain operative and in full force and effect. The Indemnification Provisions indemnification provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. [The remainder of this page has been intentionally left blank.] Very truly yours, MAXIM GROUP LLC By: Name: Cxxxxxxx X. Xxxxxx Title: Co-President Address for notice: 300 Xxxx Xxxxxx, 16th Floor New York, NY 10022 Attention: Jxxxx Xxxxxx, General Counsel Email: jxxxxxx@xxxxxxxx.xxx KAIVAL BRANDS INNOVATIONS GROUP, Address for Notice: INC. Kaival Brands Innovations Group, Inc. By: 4000 Xxx Daxxxx Xxxxx Xxxxxxx Name: Nxxxxxxxxx Xxxxx Gxxxx-Valkaria, Florida Title: Chief Executive Officer Attention: [____________ E-Mail: [______________] With a copy to (which shall not constitute notice): Sxxxxxxxx Xxxx Xxxxxxx Carmel LLP 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Floor New York, NY 10036 Telephone: (000) 000-0000 Attention: Jxxxxxx Xxxxxxx, Esq. E-mail: jxxxxxxx@xxxx.xxx [Signature Page to Indemnification Provisions Pursuant to Placement Agency Agreement] between Kaival Brands Innovations Group, Inc. and Maxim Group LLC]Xecurities Member FINRA/SIPC

PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agent shall, from and after any Closing, have the right to reference the Placement Offering and the Placement Agent’s role in connection therewith in the Placement Agent’s marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense. [The remainder (Signature Page Follows) Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * tel: (000) 000-0000 * (000) 000-0000 * fax: (000) 000-0000 * xxx.xxxxxxxx.xxx Capnia, Inc. September 17, 2015 Page 8 We are delighted at the prospect of working with you and look forward to proceeding with the Offering. If you are in agreement with the foregoing, please execute and return this page has been intentionally left blank.] Please confirm that engagement letter to the foregoing correctly sets forth our agreement undersigned. This Agreement may be executed in counterparts, electronic mail and by signing and returning to Maxim the enclosed copy of this Agreementfacsimile transmission. Very truly yours, MAXIM GROUP LLC By: /s/ Xxxx X. Xxxxx Name: Lxxxx Xxxxxxxxx Xxxx X. Xxxxx Title: Co-Senior Managing Director, Investment Banking /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Executive Managing Director, Head of Investment Banking Address for noticeAgreed to and accepted this 17th day of September, 2015 /s/ Xxxxx Xxxxxxxxx Name: 300 Xxxx Xxxxxx, 16th Floor XXXXX XXXXXXXXX Title: CEO Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10022 Attention: Jxxxx Xxxxxx, General Counsel Email: jxxxxxx@xxxxxxxx.xxx Accepted and Agreed to as of the date first written above: KAIVAL BRANDS INNOVATIONS GROUP, Address for Notice: INC. Kaival Brands Innovations Group, Inc. 4000 Xxx Xxxxx Xxxxxxx By: Grant-Valkaria, Florida Name: Nxxxxxxxxx Xxxxx Attention: [____________ ] Title: Chief Executive Officer E-Mail: [______________ ] With a copy to (which shall not constitute notice): Sxxxxxxxx Xxxx Xxxxxxx Carmel LLP 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Floor New York, NY 10036 Telephone10174 * tel: (000) 000-0000 Attention:Jxxxxxx Xxxxxxx, Esq. E* (000) 000-mail0000 * fax: jxxxxxxx@xxxx.xxx [Signature Page to Placement Agency Agreement Between Kaival Brands Innovations Group(000) 000-0000 * xxx.xxxxxxxx.xxx Capnia, Inc. and Maxim Group LLC] ADDENDUM September 17, 2015 Page 9 Exhibit A INDEMNIFICATION PROVISIONS Capitalized terms used in this Addendum Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Addendum Exhibit is attached. In addition to and without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), the Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties from and against any and all third-party losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, “Losses”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent’s acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance nonperformance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party’s gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the “Indemnified Parties”): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, shareholdersstockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder except to the extent that such failure or delay causes actual material harm to the Company, or materially prejudices its ability to defend such action, suit, proceeding or investigation on behalf of such Indemnified Partyhereunder. In case any such action is brought against any An Indemnified Party and such Indemnified Party notifies shall have the Company right to retain counsel of the commencement thereof, the Company may elect its own choice to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Partyrepresent it, and an Indemnified Party may employ counsel to participate in the defense of any such action providedfees, that the employment expenses and disbursements of such counsel shall be at the Indemnified Party’s own expense, unless (i) the employment of such counsel has been authorized in writing borne by the Company, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) that there are legal defenses available to the Indemnification Party that are not available to the Company, or that there exists a conflict or potential conflict of interest (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the Company that makes it impossible or inadvisable for counsel to the Company to conduct the defense of both parties (in which case the Company will not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the Company has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, disbursements and other charges of such counsel will be at the expense of the Company; provided, further, that in no event shall the Company be required to pay fees and expenses for more than one firm of attorneys (and local counsel) representing Indemnified Parties. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company’s written consent. The Company shall not, without the prior written consent of Placement Agent, settle or compromise any Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * tel: (000) 000-0000 * (000) 000-0000 * fax: (000) 000-0000 * xxx.xxxxxxxx.xxx Capnia, Inc. September 17, 2015 Page 10 claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its shareholdersstockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and its shareholdersit stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. [The remainder of this page has been intentionally left blank.] Very truly yours, MAXIM GROUP LLC By: Name: Cxxxxxxx X. Xxxxxx Title: Co-President Address for notice: 300 Xxxx Xxxxxx, 16th Floor New York, NY 10022 Attention: Jxxxx Xxxxxx, General Counsel Email: jxxxxxx@xxxxxxxx.xxx KAIVAL BRANDS INNOVATIONS GROUP, Address for Notice: INC. Kaival Brands Innovations Group, Inc. By: 4000 Xxx Xxxxx Xxxxxxx Name: Nxxxxxxxxx Xxxxx Gxxxx-Valkaria, Florida Title: Chief Executive Officer Attention: [____________ E-Mail: [______________] With a copy to (which shall not constitute notice): Sxxxxxxxx Xxxx Xxxxxxx Carmel LLP 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Floor New York, NY 10036 Telephone: (000) 000-0000 Attention: Jxxxxxx Xxxxxxx, Esq. E-mail: jxxxxxxx@xxxx.xxx [Signature Page to Indemnification Provisions Pursuant to Placement Agency Agreement] between Kaival Brands Innovations Group, Inc. and Maxim Group LLC]Members FINRA & SIPC

PRESS ANNOUNCEMENTS. The Company agrees that the Co-Placement Agent shall, from and after any Closing, have the right to reference the Placement Offering and the Co-Placement Agent’s role in connection therewith in the Co-Placement Agent’s marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense. [The remainder of this page has been intentionally left blank.] Please confirm that the foregoing correctly sets forth our agreement by signing and returning to Maxim the enclosed copy of this Agreement. Very truly yours, MAXIM GROUP LLC By: Name: Lxxxx (Signature Page Follows) Members NASD & SIPC 000 Xxxxxxxxx Title: Co-Head of Investment Banking Address for notice: 300 Xxxx Xxxxxx, 16th Floor Xxx • New York, NY 10022 Attention: Jxxxx Xxxxxx, General Counsel Email: jxxxxxx@xxxxxxxx.xxx Accepted and Agreed to as of the date first written above: KAIVAL BRANDS INNOVATIONS GROUP, Address for Notice: INC. Kaival Brands Innovations Group, Inc. 4000 Xxx Xxxxx Xxxxxxx By: Grant-Valkaria, Florida Name: Nxxxxxxxxx Xxxxx Attention: [____________ ] Title: Chief Executive Officer E-Mail: [______________ ] With a copy to (which shall not constitute notice): Sxxxxxxxx Xxxx Xxxxxxx Carmel LLP 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Floor New York, NY 10036 Telephone: 10174 • Tel (000) 000-0000 Attention:Jxxxxxx Xxxxxxx• (000) 000-0000 • Fax (000) 000-0000 • xxx.xxxxxxxx.xxx New York, EsqNY — Woodbury, NY • Red Bank, NJ We are delighted at the prospect of working with you and look forward to proceeding with the Offering. E-mail: jxxxxxxx@xxxx.xxx [Signature Page If you are in agreement with the foregoing, please execute and return two copies of this engagement letter to Placement Agency the undersigned. This Agreement Between Kaival Brands Innovations Groupmay be executed in counterparts, Inc. electronic mail and by facsimile transmission. Very truly yours. Maxim Group LLC] ADDENDUM LLC /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Managing Director, Investment Banking /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Executive Managing Director of Investment Banking Agreed to and accepted this 10 day of February, 2011 /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Chairman & CEO Members NASD & SIPC 000 Xxxxxxxxx Xxx • New York, NY 10174 • Tel (000) 000-0000 • (000) 000-0000 • Fax (000) 000-0000 • xxx.xxxxxxxx.xxx New York, NY — Woodbury, NY • Red Bank, NJ Exhibit A INDEMNIFICATION PROVISIONS Capitalized terms used in this Addendum Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Addendum Exhibit is attached. In addition to and without limiting any other right or remedy available to the Co-Placement Agent and the Indemnified Parties (as hereinafter defined), the Company agrees to indemnify and hold harmless Co-Placement Agent and each of the other Indemnified Parties from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, “Losses”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Co-Placement Agent’s acting for the Company, including, without limitation, any act or omission by Co-Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Co-Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Co-Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Co-Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party’s gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the “Indemnified Parties”): Co-Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, shareholdersstockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder except to the extent that such failure or delay causes actual material harm to the Company, or materially prejudices its ability to defend such action, suit, proceeding or investigation on behalf of such Indemnified Partyhereunder. In case any such action is brought against any An Indemnified Party and such Indemnified Party notifies shall have the Company right to retain counsel of the commencement thereof, the Company may elect its own choice to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Partyrepresent it, and an Indemnified Party may employ counsel to participate in the defense of any such action providedfees, that the employment expenses and disbursements of such counsel shall be at the Indemnified Party’s own expense, unless (i) the employment of such counsel has been authorized in writing borne by the Company, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) that there are legal defenses available to the Indemnification Party that are not available to the Company, or that there exists a conflict or potential conflict of interest (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the Company that makes it impossible or inadvisable for counsel to the Company to conduct the defense of both parties (in which case the Company will not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the Company has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, disbursements and other charges of such counsel will be at the expense of the Company; provided, further, that in no event shall the Company be required to pay fees and expenses for more than one firm of attorneys (and local counsel) representing Indemnified Parties. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company’s written consent. The Company shall not, without the prior written consent of Co-Placement Agent, settle or compromise Members NASD & SIPC 000 Xxxxxxxxx Xxx • New York, NY 10174 • Tel (000) 000-0000 • (000) 000-0000 • Fax (000) 000-0000 • xxx.xxxxxxxx.xxx New York, NY — Woodbury, NY • Red Bank, NJ any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its shareholdersstockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and its shareholdersit stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Co-Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Co-Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. [The remainder of this page has been intentionally left blank.] Very truly yours, MAXIM GROUP LLC By: Name: Cxxxxxxx X. Xxxxxx Title: Co-President Address for notice: 300 Xxxx Xxxxxx, 16th Floor Members NASD & SIPC 000 Xxxxxxxxx Xxx • New York, NY 10022 Attention: Jxxxx Xxxxxx, General Counsel Email: jxxxxxx@xxxxxxxx.xxx KAIVAL BRANDS INNOVATIONS GROUP, Address for Notice: INC. Kaival Brands Innovations Group, Inc. By: 4000 Xxx Xxxxx Xxxxxxx Name: Nxxxxxxxxx Xxxxx Gxxxx-Valkaria, Florida Title: Chief Executive Officer Attention: [____________ E-Mail: [______________] With a copy to (which shall not constitute notice): Sxxxxxxxx Xxxx Xxxxxxx Carmel LLP 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Floor New York, NY 10036 Telephone: 10174 • Tel (000) 000-0000 Attention: Jxxxxxx Xxxxxxx• (000) 000-0000 • Fax (000) 000-0000 • xxx.xxxxxxxx.xxx New York, Esq. E-mail: jxxxxxxx@xxxx.xxx [Signature Page to Indemnification Provisions Pursuant to Placement Agency Agreement] between Kaival Brands Innovations GroupNY — Woodbury, Inc. and Maxim Group LLC]NY • Red Bank, NJ

PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agent Agents shall, from and after any Closing, have the right to reference the Placement and the Placement Agent’s Agents’ role in connection therewith in the Placement Agent’s Agents’ marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense. [The remainder of this page has been intentionally left blank.] Please confirm that the foregoing correctly sets forth our agreement by signing and returning to Maxim Benchmark and ThinkEquity the enclosed copy of this Agreement. Very truly yours, MAXIM GROUP THE BENCHMARK COMPANY, LLC By: /s/ Jxxx X. Xxxxx III Name: Lxxxx Xxxxxxxxx Jxxx X. Xxxxx III Title: Co-Senior Managing Director, Head of Investment Banking Address for notice: 300 100 Xxxx 00xx Xx., 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Mxxxxxx Xxxxxx Email: mxxxxxx@xxxxxxxxxxxxxxxx.xxx THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. By: /s/ Exxx Xxxx Name: Exxx Xxxx Title: Head of Investment Banking Address for notice: 10 Xxxxx Xxxxxx, 16th Floor New York00xx Xxxxx Xxx Xxxx, NY 10022 XX 00000 Attention: Jxxxx XxxxxxExxx Xxxx, General Counsel Head of Investment Banking Email: jxxxxxx@xxxxxxxx.xxx ex@xxxxx-xxxxxx.xxx Accepted and Agreed to as of the date first written above: KAIVAL BRANDS INNOVATIONS GROUP, Address for Notice: INCELECTRAMECCANICA VEHICLES CORP. Kaival Brands Innovations Group, Inc. 4000 Xxx Xxxxx Xxxxxxx By: Grant-Valkaria, Florida /s/ Jxxxx Xxxxx Name: Nxxxxxxxxx Jxxxx Xxxxx Attention: [____________ ] Title: Chief Executive Officer E-MailAddress for notice: [______________ ] With a copy to (which shall not constitute notice): Sxxxxxxxx 100 Xxxx 0xx Xxxxxx Xxxxxxxxx, Xxxxxxx Carmel LLP 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Floor New YorkXxxxxx, NY 10036 TelephoneX0X 0X0 Attention: (000) 000-0000 Attention:Jxxxxxx Xxxxxxx, Esq. E-mailJxxxx Xxxxx Email: jxxxxxxx@xxxx.xxx jxxxx@xxxxxxxxxxxxxxxx.xxx [Signature Page to Placement Agency Agreement Between Kaival Brands Innovations GroupElectrameccanica Vehicles Corp. and The Benchmark Company, Inc. LLC and Maxim Group LLCThinkEquity, a division of Fordham Financial Management, Inc.] ADDENDUM A INDEMNIFICATION PROVISIONS Capitalized terms used in this Addendum shall have the meanings ascribed to such terms in the Agreement to which this Addendum is attached. In addition to and without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), the Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, “Losses”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent’s acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party’s gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the “Indemnified Parties”): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, shareholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder except to the extent that such failure or delay causes actual material harm to the Company, or materially prejudices its ability to defend such action, suit, proceeding or investigation on behalf of such Indemnified Party. In case any such action is brought against any Indemnified Party and such Indemnified Party notifies the Company of the commencement thereof, the Company may elect to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and an Indemnified Party may employ counsel to participate in the defense of any such action provided, that the employment of such counsel shall be at the Indemnified Party’s own expense, unless (i) the employment of such counsel has been authorized in writing by the Company, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) that there are legal defenses available to the Indemnification Party that are not available to the Company, or that there exists a conflict or potential conflict of interest (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the Company that makes it impossible or inadvisable for counsel to the Company to conduct the defense of both parties (in which case the Company will not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the Company has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, disbursements and other charges of such counsel will be at the expense of the Company; provided, further, that in no event shall the Company be required to pay fees and expenses for more than one firm of attorneys (and local counsel) representing Indemnified Parties. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company’s written consent. The Company shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its shareholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and its shareholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. [The remainder of this page has been intentionally left blank.] Very truly yours, MAXIM GROUP LLC By: Name: Cxxxxxxx X. Xxxxxx Title: Co-President Address for notice: 300 Xxxx Xxxxxx, 16th Floor New York, NY 10022 Attention: Jxxxx Xxxxxx, General Counsel Email: jxxxxxx@xxxxxxxx.xxx KAIVAL BRANDS INNOVATIONS GROUP, Address for Notice: INC. Kaival Brands Innovations Group, Inc. By: 4000 Xxx Xxxxx Xxxxxxx Name: Nxxxxxxxxx Xxxxx Gxxxx-Valkaria, Florida Title: Chief Executive Officer Attention: [____________ E-Mail: [______________] With a copy to (which shall not constitute notice): Sxxxxxxxx Xxxx Xxxxxxx Carmel LLP 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Floor New York, NY 10036 Telephone: (000) 000-0000 Attention: Jxxxxxx Xxxxxxx, Esq. E-mail: jxxxxxxx@xxxx.xxx [Signature Page to Indemnification Provisions Pursuant to Placement Agency Agreement] between Kaival Brands Innovations Group, Inc. and Maxim Group LLC]A

PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agent shall, from and after any Closing, have the right to reference the Placement and the Placement Agent’s role in connection therewith in the Placement Agent’s marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense. [The remainder of this page has been intentionally left blank.] Please confirm that the foregoing correctly sets forth our agreement by signing and returning to Maxim the enclosed copy of this Agreement. Very truly yours, MAXIM GROUP LLC By: ___________________ Name: Lxxxx Xxxxxxxxx Title: Co-Head of Investment Banking Address for notice: 300 Xxxx Xxxxxx, 16th Floor New York00xx Xxxxx Xxx Xxxx, NY 10022 XX 00000 Attention: Jxxxx Xxxxxx, General Counsel Email: jxxxxxx@xxxxxxxx.xxx Accepted and Agreed to as of the date first written above: KAIVAL BRANDS INNOVATIONS GROUP, INC. By: ________________________ Name: Nxxxxxxxxx Xxxxx Title: Chief Executive Officer Address for Notice: INC. Kaival Brands Innovations Group, Inc. 4000 Xxx Xxxxx Xxxxxxx By: Grant-Valkaria, Florida Name: Nxxxxxxxxx Xxxxx Attention: [____________ ] Title: Chief Executive Officer E-Mail: [______________ ] With a copy to (which shall not constitute notice): Sxxxxxxxx Xxxx Xxxxxxx Carmel LLP 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Floor New York, NY 10036 Telephone: (000) 000-0000 Attention:Jxxxxxx Xxxxxxx, Esq. E-mail: jxxxxxxx@xxxx.xxx [Signature Page to Placement Agency Agreement Between Kaival Brands Innovations Group, Inc. and Maxim Group LLC] ADDENDUM A INDEMNIFICATION PROVISIONS Capitalized terms used in this Addendum shall have the meanings ascribed to such terms in the Agreement to which this Addendum is attached. In addition to and without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), the Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, “Losses”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent’s acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party’s gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the “Indemnified Parties”): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, shareholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder except to the extent that such failure or delay causes actual material harm to the Company, or materially prejudices its ability to defend such action, suit, proceeding or investigation on behalf of such Indemnified Party. In case any such action is brought against any Indemnified Party and such Indemnified Party notifies the Company of the commencement thereof, the Company may elect to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and an Indemnified Party may employ counsel to participate in the defense of any such action provided, that the employment of such counsel shall be at the Indemnified Party’s own expense, unless (i) the employment of such counsel has been authorized in writing by the Company, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) that there are legal defenses available to the Indemnification Party that are not available to the Company, or that there exists a conflict or potential conflict of interest (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the Company that makes it impossible or inadvisable for counsel to the Company to conduct the defense of both parties (in which case the Company will not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the Company has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, disbursements and other charges of such counsel will be at the expense of the Company; provided, further, that in no event shall the Company be required to pay fees and expenses for more than one firm of attorneys (and local counsel) representing Indemnified Parties. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company’s written consent. The Company shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its shareholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and its shareholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. [The remainder of this page has been intentionally left blank.] Very truly yours, MAXIM GROUP LLC By: ______________________ Name: Cxxxxxxx X. Xxxxxx Title: Co-President Address for notice: 300 Xxxx Xxxxxx, 16th Floor New York00xx Xxxxx Xxx Xxxx, NY 10022 XX 00000 Attention: Jxxxx Xxxxxx, General Counsel Email: jxxxxxx@xxxxxxxx.xxx KAIVAL BRANDS INNOVATIONS GROUP, INC. By: ______________________ Name: Nxxxxxxxxx Xxxxx Title: Chief Executive Officer Address for Notice: INC. Kaival Brands Innovations Group, Inc. By: 4000 Xxx Xxxxx Xxxxxxx Name: Nxxxxxxxxx Xxxxx GxxxxGrant-Valkaria, Florida Title: Chief Executive Officer Attention: [____________ ] E-Mail: [______________] With a copy to (which shall not constitute notice): Sxxxxxxxx Xxxx Xxxxxxx Carmel LLP 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Floor New YorkXxxxx Xxx Xxxx, NY 10036 XX 00000 Telephone: (000) 000-0000 Attention: Jxxxxxx Xxxxxxx, Esq. E-mail: jxxxxxxx@xxxx.xxx [Signature Page to Indemnification Provisions Pursuant to Placement Agency Agreement] between Kaival Brands Innovations Group, Inc. and Maxim Group LLC]

PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agent PHD shall, from and after any Closingupon a successful transaction, have the right to reference the Placement and the Placement Agent’s role in connection therewith in the Placement Agent’s marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case journals at its own expenseexpense describing its services to the Company hereunder, provided that PHD shall submit a copy of any such advertisement to the Company for its approval, such approval not to be unreasonably withheld, conditioned or delayed. [The remainder Company further agrees that it shall not issue any press release in connection with the Offering without PHD’s prior written approval of such press release. (Signature Page Follows) Attitude Drinks Incorporated June 30, 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return two copies of this page has been intentionally left blank.] Please confirm that engagement letter to the foregoing correctly sets forth our agreement undersigned. This Agreement may be executed in counterparts, electronic mail and by signing and returning to Maxim the enclosed copy of this Agreementfacsimile transmission. Very truly yours, MAXIM GROUP LLC By: Xxxxxx Xxxxxx & Xxxxxxxxx Capital Corp. /s/ Xxxx Xxxxxxxx Name: Lxxxx Xxxxxxxxx Title: Co-Head of Investment Banking Address for notice: 300 Xxxx Xxxxxx, 16th Floor New York, NY 10022 Attention: Jxxxx Xxxxxx, General Counsel Email: jxxxxxx@xxxxxxxx.xxx Accepted and Agreed to as of the date first written above: KAIVAL BRANDS INNOVATIONS GROUP, Address for Notice: INC. Kaival Brands Innovations Group, Inc. 4000 Xxx Xxxxx Xxxxxxx By: Grant-Valkaria, Florida Name: Nxxxxxxxxx Xxxxx Attention: [____________ ] Xxxxxxxx Title: Chief Executive Officer E-MailAgreed to and accepted this 30th day of June, 0000 Xxxxxxxx Drinks Incorporated By: [______________ ] With a copy to (which shall not constitute notice): Sxxxxxxxx Xxxx Xxxxxxx Carmel LLP 1000 /s/ Xxx X. Xxxxxx xx xxx XxxxxxxxName: Xxx X. Xxxxxx Title: Chief Executive Officer Attitude Drinks Incorporated June 30, 00xx Floor New York, NY 10036 Telephone: (000) 000-0000 Attention:Jxxxxxx Xxxxxxx, Esq. E-mail: jxxxxxxx@xxxx.xxx [Signature Page to Placement Agency Agreement Between Kaival Brands Innovations Group, Inc. and Maxim Group LLC] ADDENDUM 2010 Exhibit A INDEMNIFICATION PROVISIONS Capitalized terms used in this Addendum Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Addendum Exhibit is attached. In addition to and without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), the The Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties (as hereinafter defined) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, “Losses”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent’s acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement or the subscription agreement with the investors (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party’s gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the “Indemnified Parties”): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, shareholdersstockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. Attitude Drinks Incorporated June 30, 2010 Page 11 If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder except to the extent that such failure or delay causes actual material harm to the Company, or materially prejudices its ability to defend such action, suit, proceeding or investigation on behalf of such Indemnified Partyhereunder. In case any such action is brought against any An Indemnified Party and such Indemnified Party notifies shall have the Company right to retain counsel of the commencement thereof, the Company may elect its own choice to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Partyrepresent it, and an Indemnified Party may employ counsel to participate in the defense of any such action providedfees, that the employment expenses and disbursements of such counsel shall be at the Indemnified Party’s own expense, unless (i) the employment of such counsel has been authorized in writing borne by the Company, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) that there are legal defenses available to the Indemnification Party that are not available to the Company, or that there exists a conflict or potential conflict of interest (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the Company that makes it impossible or inadvisable for counsel to the Company to conduct the defense of both parties (in which case the Company will not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the Company has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, disbursements and other charges of such counsel will be at the expense of the Company; provided, further, that in no event shall the Company be required to pay fees and expenses for more than one firm of attorneys (and local counsel) representing Indemnified Parties. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company’s written consent. The Company shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its shareholdersstockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and its shareholdersit stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. [The remainder of this page has been intentionally left blank.] Very truly yours, MAXIM GROUP LLC By: Name: Cxxxxxxx X. Xxxxxx Title: Co-President Address for notice: 300 Xxxx Xxxxxx, 16th Floor New York, NY 10022 Attention: Jxxxx Xxxxxx, General Counsel Email: jxxxxxx@xxxxxxxx.xxx KAIVAL BRANDS INNOVATIONS GROUP, Address for Notice: INC. Kaival Brands Innovations Group, Inc. By: 4000 Xxx Xxxxx Xxxxxxx Name: Nxxxxxxxxx Xxxxx Gxxxx-Valkaria, Florida Title: Chief Executive Officer Attention: [____________ E-Mail: [______________] With a copy to (which shall not constitute notice): Sxxxxxxxx Xxxx Xxxxxxx Carmel LLP 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Floor New York, NY 10036 Telephone: (000) 000-0000 Attention: Jxxxxxx Xxxxxxx, Esq. E-mail: jxxxxxxx@xxxx.xxx [Signature Page to Indemnification Provisions Pursuant to Placement Agency Agreement] between Kaival Brands Innovations Group, Inc. and Maxim Group LLC]

PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agent Maxim shall, from and after any Closingupon a successful transaction, have the right to reference the Placement and the Placement Agent’s role in connection therewith in the Placement Agent’s marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case journals at its own expenseexpense describing its services to the Company hereunder, provided that Maxim shall submit a copy of any such advertisement to the Company for its approval, such approval not to be unreasonably withheld, conditioned or delayed. [The remainder Signature Page Follows] If the terms of our engagement as set forth in this page has been intentionally left blank.] Please confirm that the foregoing correctly sets forth our agreement by signing letter are satisfactory to you, please sign and returning to Maxim date the enclosed copy of this Agreementletter. Very truly yours, MAXIM GROUP LLC By: Name: Lxxxx Xxxxxxxxx Title: Co-Head of /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx Executive Managing Director, Investment Banking Address for noticeBy: 300 Xxxx Xxxxxx/s/ Xxx Xxxxxx Xxx Xxxxxx Managing Director, 16th Floor New York, NY 10022 Attention: Jxxxx Xxxxxx, General Counsel Email: jxxxxxx@xxxxxxxx.xxx Accepted and Healthcare Investment Banking Agreed to as of the date first written above: KAIVAL BRANDS INNOVATIONS GROUP, Address for Notice: INC. Kaival Brands Innovations Group, Inc. 4000 Xxx Xxxxx Xxxxxxx By: Grant-Valkaria, Florida Name: Nxxxxxxxxx Xxxxx Attention: [________and accepted this ____ ] Titleday of June 2010 CryoPort, Inc. By: /s/ Xxxxxxxxx Xxxx Xxxxxxxxx Xxxx Chief Executive Financial Officer E-Mail: [______________ ] With a copy to (which shall not constitute notice): Sxxxxxxxx Xxxx Xxxxxxx Carmel LLP 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Floor New York, NY 10036 Telephone: (000) 000-0000 Attention:Jxxxxxx Xxxxxxx, Esq. E-mail: jxxxxxxx@xxxx.xxx [Signature Page to Placement Agency Agreement Between Kaival Brands Innovations Group, Inc. and Maxim Group LLCAgent Agreement] ADDENDUM Exhibit A INDEMNIFICATION PROVISIONS Capitalized terms used in this Addendum Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Addendum Exhibit is attached. In addition to and without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), the The Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties (as hereinafter defined) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, “Losses”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent’s acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party’s bad faith, gross negligence negligence, willful misconduct or willful misconductviolation of the law. These Indemnification Provisions shall extend to the following persons (collectively, the “Indemnified Parties”): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, shareholdersstockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, liability which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder (except to the extent that such failure or delay causes actual the Company has suffered actual, irreversible and material harm to the Company, or materially prejudices its ability to defend such action, suit, proceeding or investigation on behalf of such Indemnified Partyeconomic prejudice thereby). In case any such action is brought against any An Indemnified Party and such Indemnified Party notifies shall have the Company right to retain counsel of the commencement thereof, the Company may elect its own choice to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Partyrepresent it, and an Indemnified Party may employ counsel to participate in the defense of any such action providedfees, that the employment expenses and disbursements of such counsel shall be at the Indemnified Party’s own expense, unless (i) the employment of such counsel has been authorized in writing borne by the Company, Company (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) provided that there are legal defenses available to the Indemnification Party that are not available to the Company, or that there exists a conflict or potential conflict of interest (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the Company that makes it impossible or inadvisable for counsel to the Company to conduct the defense of both parties (in which case the Company will shall not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the Company has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, disbursements and other charges of such counsel will be at the expense of the Company; provided, further, that in no event shall the Company be required to pay fees reimburse the expenses and expenses for costs of more than one firm of attorneys (and local counsel) representing Indemnified Partieslaw firm). Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company’s written consent. The Company shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its shareholdersstockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and its shareholdersit stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. [The remainder of this page has been intentionally left blank.] Very truly yours, MAXIM GROUP LLC By: Name: Cxxxxxxx X. Xxxxxx Title: Co-President Address for notice: 300 Xxxx Xxxxxx, 16th Floor New York, NY 10022 Attention: Jxxxx Xxxxxx, General Counsel Email: jxxxxxx@xxxxxxxx.xxx KAIVAL BRANDS INNOVATIONS GROUP, Address for Notice: INC. Kaival Brands Innovations Group, Inc. By: 4000 Xxx Xxxxx Xxxxxxx Name: Nxxxxxxxxx Xxxxx Gxxxx-Valkaria, Florida Title: Chief Executive Officer Attention: [____________ E-Mail: [______________] With a copy to (which shall not constitute notice): Sxxxxxxxx Xxxx Xxxxxxx Carmel LLP 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Floor New York, NY 10036 Telephone: (000) 000-0000 Attention: Jxxxxxx Xxxxxxx, Esq. E-mail: jxxxxxxx@xxxx.xxx [Signature Page to Indemnification Provisions Pursuant to Placement Agency Agreement] between Kaival Brands Innovations Group, Inc. and Maxim Group LLC]

PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agent shall, from and after any Closing, have the right to reference the Placement and the Placement Agent’s role in connection therewith in the Placement Agent’s marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense. [The remainder of this page has been intentionally left blank.] Please confirm that the foregoing correctly sets forth our agreement by signing and returning to Maxim AC Sunshine the enclosed copy of this Agreement. Very truly yours, MAXIM GROUP AC SUNSHINE SECURITIES LLC By: Name: Lxxxx Xxxxxxxxx Xxxx Xxx Title: Co-Head of Investment Banking President and Chief Executive Officer Address for notice: 300 0000 X. Xxxx XxxxxxXxxx, 16th Floor New YorkXXX 000 Orlando, NY 10022 Florida 32819 Attention: Jxxxx Xxxxxx, General Counsel Xxxx Xxx Email: jxxxxxx@xxxxxxxx.xxx [*] Accepted and Agreed agreed to as of the date first written above: KAIVAL BRANDS INNOVATIONS GROUPCHEETAH NET SUPPLY CHAIN SERVICE, INC. Address for Notice: INC. Kaival Brands Innovations GroupCheetah Net Supply Chain Service, Inc. 4000 Xxx Xxxxx Xxxxxxx By: Grant-Valkaria0000 Xxxxxxxx Xxxx, Florida Xxxxx 000 Name: Nxxxxxxxxx Xxxxx Attention: [____________ ] Xxxx Xxx Xxxxxxxxx, North Carolina, 28210 Title: Chief Executive Officer E-MailAttention: Xxxx Xxx Email: [______________ *] With a copy to (which shall not constitute notice): Sxxxxxxxx Xxxx Xxxxxx Xxxxxxx Carmel LLP 1000 Xxxxxx xx xxx XxxxxxxxXxxxxxx & Li LLC 000 Xxxxx Xxxxxx, 00xx Floor Xxxxx New York, NY 10036 Telephone10022 Attention: (000) 000-0000 Attention:Jxxxxxx XxxxxxxXxxx Xx, Esq. E-mail: jxxxxxxx@xxxx.xxx [*] [Signature Page to Placement Agency Agreement Between Kaival Brands Innovations GroupCheetah Net Supply Chain Service, Inc. and Maxim Group AC Sunshine Securities LLC] ADDENDUM A INDEMNIFICATION PROVISIONS Capitalized terms used in this Addendum shall have the meanings ascribed to such terms in the Agreement to which this Addendum is attached. In addition to and without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), the Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, “Losses”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent’s acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the fraud, bad faith, gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party’s gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the “Indemnified Parties”): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, shareholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder except to the extent that such failure or delay causes actual material harm to the Company, or materially prejudices its ability to defend such action, suit, proceeding or investigation on behalf of such Indemnified Party. In case any such action is brought against any Indemnified Party and such Indemnified Party notifies the Company of the commencement thereof, the Company may elect to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and an Indemnified Party may employ counsel to participate in the defense of any such action provided, that the employment of such counsel shall be at the Indemnified Party’s own expense, unless (i) the employment of such counsel has been authorized in writing by the Company, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) that there are legal defenses available to the Indemnification Party that are not available to the Company, or that there exists a conflict or potential conflict of interest (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the Company that makes it impossible or inadvisable for counsel to the Company to conduct the defense of both parties (in which case the Company will not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the Company has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, disbursements and other charges of such counsel will be at the expense of the Company; provided, further, that in no event shall the Company be required to pay fees and expenses for more than one firm of attorneys (and local counsel) representing Indemnified Parties. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company’s written consent. The Company shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its shareholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and its shareholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. [The remainder of this page has been intentionally left blank.] Very truly yours, MAXIM GROUP AC SUNSHINE SECURITIES. LLC By: Name: Cxxxxxxx X. Xxxxxx Xxxx Xxx Title: Co-President and Chief Executive Officer Address for notice: 300 0000 X. Xxxx XxxxxxXxxx Xxxx, 16th Floor New YorkXXX 000 Orlando, NY 10022 Florida 32819 Attention: Jxxxx Xxxxxx, General Counsel Xxxx Xxx Email: jxxxxxx@xxxxxxxx.xxx KAIVAL BRANDS INNOVATIONS GROUP[*] Accepted and agreed to as of the date first written above: CHEETAH NET SUPPLY CHAIN SERVICE, INC. Address for Notice: INC. Kaival Brands Innovations GroupCheetah Net Supply Chain Service, Inc. By: 4000 Xxx 0000 Xxxxxxxx Xxxx, Xxxxx Xxxxxxx 000 Name: Nxxxxxxxxx Xxxxx Gxxxx-Valkaria, Florida Xxxx Xxx Title: Chief Executive Officer Charlotte, North Carolina, 28210 Attention: [____________ E-MailXxxx Xxx Email: [______________*] With a copy to (which shall not constitute notice): Sxxxxxxxx Xxxx Xxxxxx Xxxxxxx Carmel LLP 1000 Xxxxxx xx xxx XxxxxxxxXxxxxxx & Li LLC 000 Xxxxx Xxxxxx, 00xx Floor Xxxxx New York, NY 10036 Telephone: (000) 000-0000 10022 Attention: Jxxxxxx XxxxxxxXxxx Xx, Esq. E-mail: jxxxxxxx@xxxx.xxx [Signature Page to Indemnification Provisions Pursuant to Placement Agency Agreement] between Kaival Brands Innovations Group, Inc. and Maxim Group LLC*]

PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agent shall, from and after any Closing, have the right to reference the Placement and the Placement Agent’s role in connection therewith in the Placement Agent’s marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense. [The remainder of this page has been intentionally left blank.] Please confirm that the foregoing correctly sets forth our agreement by signing and returning to Maxim the enclosed copy of this Agreement. Very truly yours, MAXIM GROUP LLC By: /s/ Xxxxxxxx X. Xxxxxx Name: Lxxxx Xxxxxxxxx Xxxxxxxx X. Xxxxxx Title: Co-Head of Executive Managing Director, Investment Banking Address for notice: 300 Xxxx Xxxxxx000 Xxxxxxxxx Xxxxxx Xxx Xxxx, 16th Floor New York, NY 10022 XX 00000 Attention: Jxxxx Xxxxx Xxxxxx, General Counsel Email: jxxxxxx@xxxxxxxx.xxx xxxxxxx@xxxxxxxx.xxx Accepted and Agreed to as of the date first written above: KAIVAL BRANDS INNOVATIONS GROUP, Address for Notice: INCSINO-GLOBAL SHIPPING AMERICA LTD. Kaival Brands Innovations Group, Inc. 4000 Xxx Xxxxx Xxxxxxx By: Grant-Valkaria, Florida /s/ Xxx Xxx Name: Nxxxxxxxxx Xxxxx Attention: [____________ ] Xxx Xxx Title: Chairman, Chief Executive Officer E-Mailand President Address for notice: [______________ ] With a copy to (which shall not constitute notice): Sxxxxxxxx Xxxx Xxxxxxx Carmel LLP 1000 Xxxxxx xx xxx Xxxxxxxx0000 Xxxxxxxx Xxxxxxxxx, 00xx Floor New YorkXxxxx 000 Xxxxxx, NY 10036 TelephoneXX 00000 Email: (000) 000-0000 Attention:Jxxxxxx Xxxxxxx, Esq. E-mail: jxxxxxxx@xxxx.xxx [Signature Page to Placement Agency Agreement Between Kaival Brands Innovations Group, Inc. Sino-Global Shipping America Ltd.. and Maxim Group LLC] ADDENDUM A INDEMNIFICATION PROVISIONS Capitalized terms used in this Addendum shall have the meanings ascribed to such terms in the Agreement to which this Addendum is attached. In addition to and without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), the Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, “Losses”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent’s acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including the engagement letter between the Placement Agent and the Company, dated February 8, 2018), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party’s gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the “Indemnified Parties”): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, shareholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder except to the extent that such failure or delay causes actual material harm to the Company, or materially prejudices its ability to defend such action, suit, proceeding or investigation on behalf of such Indemnified Party. In case any such action is brought against any Indemnified Party and such Indemnified Party notifies the Company of the commencement thereof, the Company may elect to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and an Indemnified Party may employ counsel to participate in the defense of any such action provided, that the employment of such counsel shall be at the Indemnified Party’s own expense, unless (i) the employment of such counsel has been authorized in writing by the Company, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) that there are legal defenses available to the Indemnification Party that are not available to the Company, or that there exists a conflict or potential conflict of interest (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the Company that makes it impossible or inadvisable for counsel to the Company to conduct the defense of both parties (in which case the Company will not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the Company has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, disbursements and other charges of such counsel will be at the expense of the Company; provided, further, that in no event shall the Company be required to pay fees and expenses for more than one firm of attorneys (and local counsel) representing Indemnified Parties. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company’s written consent. The Company shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its shareholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and its shareholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. [The remainder of this page has been intentionally left blank.] Very truly yours, MAXIM GROUP LLC By: /s/ Xxxxxxxx X. Xxxxxx Name: Cxxxxxxx Xxxxxxxx X. Xxxxxx Title: CoExecutive Managing Director, Investment Banking SINO-President Address for notice: 300 Xxxx Xxxxxx, 16th Floor New York, NY 10022 Attention: Jxxxx Xxxxxx, General Counsel Email: jxxxxxx@xxxxxxxx.xxx KAIVAL BRANDS INNOVATIONS GROUP, Address for Notice: INCGLOBAL SHIPPING AMERICA LTD. Kaival Brands Innovations Group, Inc. By: 4000 /s/ Xxx Xxxxx Xxxxxxx Xxx Name: Nxxxxxxxxx Xxxxx Gxxxx-Valkaria, Florida Xxx Xxx Title: Chairman, Chief Executive Officer Attention: [____________ E-Mail: [______________] With a copy to (which shall not constitute notice): Sxxxxxxxx Xxxx Xxxxxxx Carmel LLP 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Floor New York, NY 10036 Telephone: (000) 000-0000 Attention: Jxxxxxx Xxxxxxx, Esq. E-mail: jxxxxxxx@xxxx.xxx and President [Signature Page to Indemnification Provisions Pursuant to Placement Agency Agreement] Agreement between Kaival Brands Innovations Group, Inc. Sino-Global Shipping America Ltd. and Maxim Group LLC]

PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agent shall, from and after any Closing, shall have the right at its own expense to reference the Placement place information and the advertisements describing The Placement Agent’s role in connection therewith services to the Company hereunder in the Placement Agent’s various marketing materials and on its website and to place advertisements in as well as financial and other trade publications and/ or newspapers and journals, provided that Placement Agent shall submit a copy of any such advertisement to the Company for approval, such approval not to be unreasonably withheld, conditioned or delayed. Members FINRA & SIPC 500 Xxxxxxx Xxx, 00xx Xx, Xxx Xxxx, XX 00000 Phone +0 000.000.0000 * hxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxx.xxx If the terms of our engagement as set forth in each case at its own expense. [The remainder of this page has been intentionally left blank.] Please confirm that the foregoing correctly sets forth our agreement by signing letter are satisfactory to you, please sign and returning to Maxim date the enclosed copy of this Agreementletter and return it to us. We look forward to working with you and your management team. Very truly yours, MAXIM GROUP Forefront Capital Markets, LLC By: Name/s/ Fxxxxxx X. Xxxxxxxxxx Fxxxxxx X. Xxxxxxxxxx Senior Managing Director By: Lxxxx Xxxxxxxxx Title: Co-Head of Investment Banking Address for notice: 300 Xxxx Xxxxxx, 16th Floor New York, NY 10022 Attention: Jxxxx Xxxxxx, General Counsel Email: jxxxxxx@xxxxxxxx.xxx Accepted /s/ Dxxxx Xxxxxxxxxx Dxxxx Xxxxxxxxxx President & CFO Axxxxx to and Agreed accepted to as of the date first written appearing above: KAIVAL BRANDS INNOVATIONS GROUP, Address for Notice: INC. Kaival Brands Innovations GroupBone Biologics, Inc. 4000 Xxx Xxxxx Xxxxxxx By: Grant-Valkaria, Florida Name: Nxxxxxxxxx Xxxxx Attention: [____________ ] Title: /s/ Mxxxxxx Xxxxxxx Mxxxxxx Xxxxxxx Chief Executive Officer E-Mail: [______________ ] With a copy to (which shall not constitute notice): Sxxxxxxxx Xxxx Xxxxxxx Carmel LLP 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Floor New York, NY 10036 Telephone: (000) 000-0000 Attention:Jxxxxxx Xxxxxxx, Esq. E-mail: jxxxxxxx@xxxx.xxx [Signature Page to Placement Agency Agreement Between Kaival Brands Innovations Groupthe Agreement; Exhibit A – Indemnification Provisions and Exhibit B – Excluded Investors follows] Members FINRA & SIPC 500 Xxxxxxx Xxx, Inc. and Maxim Group LLC] ADDENDUM 00xx Xx, Xxx Xxxx, XX 00000 Phone +0 000.000.0000 * hxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxx.xxx Exhibit A INDEMNIFICATION PROVISIONS Capitalized terms used in this Addendum Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Addendum Exhibit is attached. In addition to and without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), the The Company agrees to indemnify and hold harmless the Placement Agent and each of the other Indemnified Parties (as hereinafter defined) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing pursuing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, “Losses”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, the Placement Agent’s acting for the Company, including, without limitation, any act or omission by the Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or reckless or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party’s gross negligence or reckless or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the “Indemnified Parties”): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, shareholdersstockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, liability which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptnesspromptness (within 7 business days); provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder except to the extent that such failure or delay causes actual material harm to the Company, or materially prejudices its ability to defend such action, suit, proceeding or investigation on behalf of such Indemnified Partyhereunder. In case any such action is brought against any An Indemnified Party and such Indemnified Party notifies the Company of the commencement thereof, the Company may elect to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and an Indemnified Party may employ counsel to participate in the defense of any such action provided, that the employment of such counsel shall be at the Indemnified Party’s own expense, unless (i) the employment of such counsel has been authorized in writing by the Company, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) that there are legal defenses available to the Indemnification Party that are not available to the Company, or that there exists a conflict or potential conflict of interest (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the Company that makes it impossible or inadvisable for counsel to the Company to conduct the defense of both parties (in which case the Company will not have the right to direct retain counsel of its own choice to represent it, and the defense of such action on behalf of the Indemnified Party), or (iii) the Company has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, expenses and disbursements and other charges of such counsel will for the Indemnified parties shall be at the expense of borne by the Company; provided, further, that in no event shall the Company be required to pay fees and expenses for more than one firm of attorneys (and local counsel) representing Indemnified Parties. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company’s written consent. The Company shall not, without the prior written consent of the Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. Members FINRA & SIPC 500 Xxxxxxx Xxx, 00xx Xx, Xxx Xxxx, XX 00000 Phone +0 000.000.0000 * hxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxx.xxx In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its shareholdersstockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and its shareholdersstockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assignsassignees, heirs and personal representatives. [The remainder Members FINRA & SIPC 500 Xxxxxxx Xxx, 00xx Xx, Xxx Xxxx, XX 00000 Phone +0 000.000.0000 * hxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxx.xxx Exhibit B EXCLUDED INVESTORS Friends and Family of this page has been intentionally left blank.] Very truly yours, MAXIM GROUP LLC By: Name: Cxxxxxxx X. Xxxxxx Title: Co-President Address for notice: 300 Xxxx Xxxxxx, 16th Floor New York, NY 10022 Attention: Jxxxx Xxxxxx, General Counsel Email: jxxxxxx@xxxxxxxx.xxx KAIVAL BRANDS INNOVATIONS GROUP, Address for Notice: INC. Kaival Brands Innovations GroupAxxx Xxxxxxxxxxx included in the listing attached or otherwise as provided by Axxx Xxxxxxxxxxx or AFH Holdings and Advisory to Placement Agent MusculoSkeletal Transplant Foundation Orthofix, Inc. By: 4000 Xxx Xxxxx Xxxxxxx Name: Nxxxxxxxxx Xxxxx Gxxxx-Valkaria, Florida Title: Chief Executive Officer Attention: [____________ E-Mail: [______________] With a copy to (which shall not constitute notice): Sxxxxxxxx Xxxx Xxxxxxx Carmel LLP 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Floor New York, NY 10036 Telephone: (000) 000-0000 Attention: Jxxxxxx Xxxxxxx, Esq. E-mail: jxxxxxxx@xxxx.xxx [Signature Page to Indemnification Provisions Pursuant to Placement Agency Agreement] between Kaival Brands Innovations GroupBxxxxx, Inc. and Maxim Group LLC]Jxxx Xxxxx Mxxxxxx Xxxxxxxx

PRESS ANNOUNCEMENTS. The Company agrees that the each Placement Agent shall, from on and after any Closingthe Closing Date, have the right to reference the Placement Offering and the such Placement Agent’s role in connection therewith in the such Placement Agent’s marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense, subject to the Company’s prior written consent, which will not be unreasonably withheld. [The remainder of this page has been intentionally left blank.] Please confirm that the foregoing correctly sets forth our agreement by signing and returning to Maxim the Placement Agents the enclosed copy of this Agreement. Very truly yours, MAXIM CXXXX-XXXXXX CAPITAL GROUP LLC By: /s/ Rxxx Xxxxxxxx Name: Lxxxx Xxxxxxxxx Rxxx Xxxxxxxx Title: Co-Head of Investment Banking Address for notice: 300 Xxxx 200 Xxxxx Xxxxx Xxxxxx, 16th Floor Xxxxx 000 Minneapolis, MN 55402 WXXXXXXXXX XXXXXXX & CO. LLC By: /s/ Dxxxx X. Xxxxxxx Name: Dxxxx X. Xxxxxxx Title: Chairman Address for notice: 100 Xxxxxxxx New York, NY 10022 Attention: Jxxxx Xxxxxx, General Counsel Email: jxxxxxx@xxxxxxxx.xxx New York 10005 Accepted and Agreed to as of the date first written above: KAIVAL BRANDS INNOVATIONS GROUPPERMA-FIX ENVIRONMENTAL SERVICES, Address for Notice: INC. Kaival Brands Innovations Group, Inc. 4000 Xxx Xxxxx Xxxxxxx By: Grant-Valkaria, Florida /s/ Mxxx Xxxx Name: Nxxxxxxxxx Xxxxx Attention: [____________ ] Mxxx Xxxx Title: President and Chief Executive Officer E-Mail: [______________ ] With a copy to (which shall not constitute notice): Sxxxxxxxx Xxxx Xxxxxxx Carmel LLP 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Floor New York, NY 10036 Telephone: (000) 000-0000 Attention:Jxxxxxx Xxxxxxx, Esq. E-mail: jxxxxxxx@xxxx.xxx [Signature Page to Placement Agency Agreement Between Kaival Brands Innovations Group, Inc. and Maxim Group LLC] ADDENDUM A INDEMNIFICATION PROVISIONS Capitalized terms used in this Addendum shall have the meanings ascribed to such terms in the Agreement to which this Addendum is attached. In addition to and without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), the Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, “Losses”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent’s acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party’s gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the “Indemnified Parties”): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, shareholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder except to the extent that such failure or delay causes actual material harm to the Company, or materially prejudices its ability to defend such action, suit, proceeding or investigation on behalf of such Indemnified Party. In case any such action is brought against any Indemnified Party and such Indemnified Party notifies the Company of the commencement thereof, the Company may elect to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and an Indemnified Party may employ counsel to participate in the defense of any such action provided, that the employment of such counsel shall be at the Indemnified Party’s own expense, unless (i) the employment of such counsel has been authorized in writing by the Company, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) that there are legal defenses available to the Indemnification Party that are not available to the Company, or that there exists a conflict or potential conflict of interest (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the Company that makes it impossible or inadvisable for counsel to the Company to conduct the defense of both parties (in which case the Company will not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the Company has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, disbursements and other charges of such counsel will be at the expense of the Company; provided, further, that in no event shall the Company be required to pay fees and expenses for more than one firm of attorneys (and local counsel) representing Indemnified Parties. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company’s written consent. The Company shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its shareholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and its shareholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. [The remainder of this page has been intentionally left blank.] Very truly yours, MAXIM GROUP LLC By: Name: Cxxxxxxx X. Xxxxxx Title: Co-President Address for notice: 300 Xxxx XxxxxxPerma-Fix Environmental Services, 16th Floor New YorkInc. 8000 Xxxxxxxx Xxxxx, NY 10022 Xxxxx 000 Atlanta, GA 30350 Attention: Jxxxx XxxxxxMxxx Xxxx, General Counsel Email: jxxxxxx@xxxxxxxx.xxx KAIVAL BRANDS INNOVATIONS GROUP, Address for Notice: INC. Kaival Brands Innovations Group, Inc. By: 4000 Xxx Xxxxx Xxxxxxx Name: Nxxxxxxxxx Xxxxx Gxxxx-Valkaria, Florida Title: Chief Executive Officer Attention: [____________ E-Mail: [______________] With a copy to (which shall not constitute notice): Sxxxxxxxx Xxxx Xxxxxxx Carmel LLP 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Floor New York, NY 10036 Telephone: (000) 000-0000 Attention: Jxxxxxx Xxxxxxx, Esq. E-mail: jxxxxxxx@xxxx.xxx [Signature Page to Indemnification Provisions Pursuant to Placement Agency Agreement] between Kaival Brands Innovations Group, Inc. and Maxim Group LLC]Officer

PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agent shall, from and after any Closing, have the right to reference the Placement and the Placement Agent’s role in connection therewith in the Placement Agent’s marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense. [The remainder of this page has been intentionally left blank.] ICON Capital Group, LLC 000 Xxxx Xxxxxx Xxxxx 000 Xxxxxxx Xxxxx, XX 00000 MEMBER FINRA/SIPC [Signature Page to Placement Agency Agreement Between MESO Numismatics, INC., and ICON Capital Group, LLC] Please confirm that the foregoing correctly sets forth our agreement by signing and returning to Maxim ICG the enclosed copy of this Agreement. Very truly yours, MAXIM GROUP ICON CAPITAL GROUP, LLC By: /s/ Xxxx Xxxxxxxxx Name: Lxxxx Xxxx Xxxxxxxxx Title: Co-Head of Investment Banking President/CEO Address for notice: 300 000 Xxxx Xxxxxx, 16th Floor New YorkXxxxx 000 Newport Beach, NY 10022 CA 92660 Attention: Jxxxx Xxxxxx, General Counsel Xxxx Xxxxxxxxx Email: jxxxxxx@xxxxxxxx.xxx xx@xxxxxxxx.xxx Accepted and Agreed agreed to as of the date first written above: KAIVAL BRANDS INNOVATIONS GROUP, By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: President Address for Noticenotice: INC. Kaival Brands Innovations MESO Numismatics, INC 000 Xxxxx Xxxx Xxxxx 000 Xxxx Xxxxx, XX 00000 Xxxxxx Xxxxxx 000 000 0000 ATTN: Xxxxx Xxxxxxxxxxx - President ICON Capital Group, Inc. 4000 Xxx LLC 000 Xxxx Xxxxxx Xxxxx 000 Xxxxxxx By: Grant-ValkariaXxxxx, Florida Name: Nxxxxxxxxx Xxxxx Attention: [______XX 00000 MEMBER FINRA/SIPC ADDENDUM A INDEMNIFICATION PROVISIONS In connection with the engagement of ICON Capital Group, LLC (the “Lead Manager”) by MESO Numismatics, INC, a ______ ] Title: Chief Executive Officer E-Mail: [______________ ] With corporations located at 000 Xxxxx Xxxx Xxxxx 000 Xxxx Xxxxx, XX 00000 (the “Company” or “COMPANY”) pursuant to a copy to (which shall not constitute notice): Sxxxxxxxx Xxxx Xxxxxxx Carmel LLP 1000 Xxxxxx xx xxx Xxxxxxxxplacement agency agreement dated as of the date hereof, 00xx Floor New York, NY 10036 Telephone: (000) 000-0000 Attention:Jxxxxxx Xxxxxxx, Esq. E-mail: jxxxxxxx@xxxx.xxx [Signature Page to Placement Agency Agreement Between Kaival Brands Innovations Group, Inc. and Maxim Group LLC] ADDENDUM A INDEMNIFICATION PROVISIONS Capitalized terms used in this Addendum shall have between the meanings ascribed to such terms in the Agreement to which this Addendum is attached. In addition to and without limiting any other right or remedy available to the Placement Agent Company and the Indemnified Parties Lead Manager, as it may be amended from time to time in writing (as hereinafter definedthe “Agreement”), the Company hereby agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, “Losses”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent’s acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party’s gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the “Indemnified Parties”): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, shareholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder except to the extent that such failure or delay causes actual material harm to the Company, or materially prejudices its ability to defend such action, suit, proceeding or investigation on behalf of such Indemnified Party. In case any such action is brought against any Indemnified Party and such Indemnified Party notifies the Company of the commencement thereof, the Company may elect to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and an Indemnified Party may employ counsel to participate in the defense of any such action provided, that the employment of such counsel shall be at the Indemnified Party’s own expense, unless (i) the employment of such counsel has been authorized in writing by the Company, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) that there are legal defenses available to the Indemnification Party that are not available to the Company, or that there exists a conflict or potential conflict of interest (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the Company that makes it impossible or inadvisable for counsel to the Company to conduct the defense of both parties (in which case the Company will not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the Company has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, disbursements and other charges of such counsel will be at the expense of the Company; provided, further, that in no event shall the Company be required to pay fees and expenses for more than one firm of attorneys (and local counsel) representing Indemnified Parties. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company’s written consent. The Company shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its shareholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and its shareholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. [The remainder of this page has been intentionally left blank.] Very truly yours, MAXIM GROUP LLC By: Name: Cxxxxxxx X. Xxxxxx Title: Co-President Address for notice: 300 Xxxx Xxxxxx, 16th Floor New York, NY 10022 Attention: Jxxxx Xxxxxx, General Counsel Email: jxxxxxx@xxxxxxxx.xxx KAIVAL BRANDS INNOVATIONS GROUP, Address for Notice: INC. Kaival Brands Innovations Group, Inc. By: 4000 Xxx Xxxxx Xxxxxxx Name: Nxxxxxxxxx Xxxxx Gxxxx-Valkaria, Florida Title: Chief Executive Officer Attention: [____________ E-Mail: [______________] With a copy to (which shall not constitute notice): Sxxxxxxxx Xxxx Xxxxxxx Carmel LLP 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Floor New York, NY 10036 Telephone: (000) 000-0000 Attention: Jxxxxxx Xxxxxxx, Esq. E-mail: jxxxxxxx@xxxx.xxx [Signature Page to Indemnification Provisions Pursuant to Placement Agency Agreement] between Kaival Brands Innovations Group, Inc. and Maxim Group LLC]follows:

PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agent shall, from and after any Closing, have the right to reference the Placement Offering and the Placement Agent’s 's role in connection therewith in the Placement Agent’s 's marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense. [The remainder (Signature Page Follows) We are delighted at the prospect of working with you and look forward to proceeding with the Offering. If you are in agreement with the foregoing, please execute and return two copies of this page has been intentionally left blank.] Please confirm that engagement letter to the foregoing correctly sets forth our agreement undersigned together with payment for in the amount of $50,000 for the Advance. This Agreement may be executed in counterparts, electronic mail and by signing and returning to Maxim the enclosed copy of this Agreementfacsimile transmission. Very truly yours, MAXIM GROUP Maxim Group LLC By: --------------------------- Name: Lxxxx Xxxxxxxxx Xxxx Xxxxxx Title: Co-Head Managing Director, Investment Banking --------------------------- Name: Xxxxxxxx X. Xxxxxx Title: Executive Managing Director of Investment Banking Address for notice: 300 Xxxx Xxxxxx, 16th Floor New York, NY 10022 Attention: Jxxxx Xxxxxx, General Counsel Email: jxxxxxx@xxxxxxxx.xxx Accepted and Agreed to as and accepted this ____ day of the date first written above: KAIVAL BRANDS INNOVATIONS GROUP, Address for Notice: INC. Kaival Brands Innovations Group, Inc. 4000 Xxx Xxxxx Xxxxxxx By: Grant-Valkaria, Florida Name: Nxxxxxxxxx Xxxxx Attention: [____________ ] , 2010 /s/Xxxxxx XxXxxx ----------------------------- Name: Xxxxxx XxXxxx Title: Chief Executive Officer E-Mail: [______________ ] With a copy to (which shall not constitute notice): Sxxxxxxxx Xxxx Xxxxxxx Carmel LLP 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Floor New York, NY 10036 Telephone: (000) 000-0000 Attention:Jxxxxxx Xxxxxxx, Esq. E-mail: jxxxxxxx@xxxx.xxx [Signature Page to Placement Agency Agreement Between Kaival Brands Innovations Group, Inc. and Maxim Group LLC] ADDENDUM Chairman & CEO Exhibit A INDEMNIFICATION PROVISIONS Capitalized terms used in this Addendum Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Addendum Exhibit is attached. In addition to and without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), the Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, “"Losses”"), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent’s 's acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party’s 's gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the “"Indemnified Parties”"): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, shareholdersstockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder except to the extent that such failure or delay causes actual material harm to the Company, or materially prejudices its ability to defend such action, suit, proceeding or investigation on behalf of such Indemnified Partyhereunder. In case any such action is brought against any An Indemnified Party and such Indemnified Party notifies shall have the Company right to retain counsel of the commencement thereof, the Company may elect its own choice to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Partyrepresent it, and an Indemnified Party may employ counsel to participate in the defense of any such action providedfees, that the employment expenses and disbursements of such counsel shall be at the Indemnified Party’s own expense, unless (i) the employment of such counsel has been authorized in writing borne by the Company, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) that there are legal defenses available to the Indemnification Party that are not available to the Company, or that there exists a conflict or potential conflict of interest (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the Company that makes it impossible or inadvisable for counsel to the Company to conduct the defense of both parties (in which case the Company will not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the Company has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, disbursements and other charges of such counsel will be at the expense of the Company; provided, further, that in no event shall the Company be required to pay fees and expenses for more than one firm of attorneys (and local counsel) representing Indemnified Parties. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company’s 's written consent. The Company shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its shareholdersstockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and its shareholdersit stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. [The remainder of this page has been intentionally left blank.] Very truly yours, MAXIM GROUP LLC By: Name: Cxxxxxxx X. Xxxxxx Title: Co-President Address for notice: 300 Xxxx Xxxxxx, 16th Floor New York, NY 10022 Attention: Jxxxx Xxxxxx, General Counsel Email: jxxxxxx@xxxxxxxx.xxx KAIVAL BRANDS INNOVATIONS GROUP, Address for Notice: INC. Kaival Brands Innovations Group, Inc. By: 4000 Xxx Xxxxx Xxxxxxx Name: Nxxxxxxxxx Xxxxx Gxxxx-Valkaria, Florida Title: Chief Executive Officer Attention: [____________ E-Mail: [______________] With a copy to (which shall not constitute notice): Sxxxxxxxx Xxxx Xxxxxxx Carmel LLP 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Floor New York, NY 10036 Telephone: (000) 000-0000 Attention: Jxxxxxx Xxxxxxx, Esq. E-mail: jxxxxxxx@xxxx.xxx [Signature Page to Indemnification Provisions Pursuant to Placement Agency Agreement] between Kaival Brands Innovations Group, Inc. and Maxim Group LLC]

PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agent shall, from and after any Closing, have the right to reference the Placement Offering and the Placement Agent’s role in connection therewith in the Placement Agent’s marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense. [The remainder (Signature Page Follows) Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * tel: (000) 000-0000 * (000) 000-0000 * fax: (000) 000-0000 * xxx.xxxxxxxx.xxx Capnia, Inc. June 26, 2016 Page 8 We are delighted at the prospect of working with you and look forward to proceeding with the Offering. If you are in agreement with the foregoing, please execute and return this page has been intentionally left blank.] Please confirm that engagement letter to the foregoing correctly sets forth our agreement undersigned. This Agreement may be executed in counterparts, electronic mail and by signing and returning to Maxim the enclosed copy of this Agreementfacsimile transmission. Very truly yours, MAXIM GROUP LLC By: /s/ Xxxx X. Xxxxx Name: Lxxxx Xxxxxxxxx Xxxx X. Xxxxx Title: Co-Senior Managing Director, Investment Banking /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Executive Managing Director, Head of Investment Banking Address for noticeXxxxxx to and accepted this 26th day of June 2016 /s/ Xx. Xxxxx Xxxxxxxxx Name: 300 Xxxx Xxxxxx, 16th Floor Xx. Xxxxx Xxxxxxxxx Title: President and Chief Executive Officer Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10022 Attention: Jxxxx Xxxxxx, General Counsel Email: jxxxxxx@xxxxxxxx.xxx Accepted and Agreed to as of the date first written above: KAIVAL BRANDS INNOVATIONS GROUP, Address for Notice: INC. Kaival Brands Innovations Group, Inc. 4000 Xxx Xxxxx Xxxxxxx By: Grant-Valkaria, Florida Name: Nxxxxxxxxx Xxxxx Attention: [____________ ] Title: Chief Executive Officer E-Mail: [______________ ] With a copy to (which shall not constitute notice): Sxxxxxxxx Xxxx Xxxxxxx Carmel LLP 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Floor New York, NY 10036 Telephone10174 * tel: (000) 000-0000 Attention:Jxxxxxx Xxxxxxx, Esq. E* (000) 000-mail0000 * fax: jxxxxxxx@xxxx.xxx [Signature Page to Placement Agency Agreement Between Kaival Brands Innovations Group(000) 000-0000 * xxx.xxxxxxxx.xxx Capnia, Inc. and Maxim Group LLC] ADDENDUM June 26, 2016 Page 9 Exhibit A INDEMNIFICATION PROVISIONS Capitalized terms used in this Addendum Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Addendum Exhibit is attached. In addition to and without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), the Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties from and against any and all third-party losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, “Losses”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent’s acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party’s gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the “Indemnified Parties”): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, shareholdersstockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder except to the extent that such failure or delay causes actual material harm to the Company, or materially prejudices its ability to defend such action, suit, proceeding or investigation on behalf of such Indemnified Partyhereunder. In case any such action is brought against any An Indemnified Party and such Indemnified Party notifies shall have the Company right to retain counsel of the commencement thereof, the Company may elect its own choice to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Partyrepresent it, and an Indemnified Party may employ counsel to participate in the defense of any such action providedfees, that the employment expenses and disbursements of such counsel shall be at the Indemnified Party’s own expense, unless (i) the employment of such counsel has been authorized in writing borne by the Company, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) that there are legal defenses available to the Indemnification Party that are not available to the Company, or that there exists a conflict or potential conflict of interest (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the Company that makes it impossible or inadvisable for counsel to the Company to conduct the defense of both parties (in which case the Company will not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the Company has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, disbursements and other charges of such counsel will be at the expense of the Company; provided, further, that in no event shall the Company be required to pay fees and expenses for more than one firm of attorneys (and local counsel) representing Indemnified Parties. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company’s written consent. The Company shall not, without the prior written consent of Placement Agent, settle or compromise any Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * tel: (000) 000-0000 * (000) 000-0000 * fax: (000) 000-0000 * xxx.xxxxxxxx.xxx Capnia, Inc. June 26, 2016 Page 10 claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its shareholdersstockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and its shareholdersit stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. [The remainder of this page has been intentionally left blank.] Very truly yours, MAXIM GROUP LLC By: Name: Cxxxxxxx X. Xxxxxx Title: Co-President Address for notice: 300 Xxxx Xxxxxx, 16th Floor New York, NY 10022 Attention: Jxxxx Xxxxxx, General Counsel Email: jxxxxxx@xxxxxxxx.xxx KAIVAL BRANDS INNOVATIONS GROUP, Address for Notice: INC. Kaival Brands Innovations Group, Inc. By: 4000 Xxx Xxxxx Xxxxxxx Name: Nxxxxxxxxx Xxxxx Gxxxx-Valkaria, Florida Title: Chief Executive Officer Attention: [____________ E-Mail: [______________] With a copy to (which shall not constitute notice): Sxxxxxxxx Xxxx Xxxxxxx Carmel LLP 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Floor New York, NY 10036 Telephone: (000) 000-0000 Attention: Jxxxxxx Xxxxxxx, Esq. E-mail: jxxxxxxx@xxxx.xxx [Signature Page to Indemnification Provisions Pursuant to Placement Agency Agreement] between Kaival Brands Innovations Group, Inc. and Maxim Group LLC]Members FINRA & SIPC

PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agent shall, from and after any Closing, shall have the right at its own expense to reference the Placement place information and the advertisements describing The Placement Agent’s role in connection therewith services to the Company hereunder in the Placement Agent’s various marketing materials and on its website and to place advertisements in as well as financial and other trade publications and/ or newspapers and journals, provided that Placement Agent shall submit a copy of any such advertisement to the Company for approval, such approval not to be unreasonably withheld, conditioned or delayed. Members FINRA & SIPC 500 Xxxxxxx Xxx. 34th Fl. New York, NY 10022 Phone 1 000 000 0000 hxxx://xxxxxxxxxxxxxxxxxxxxxxx.xxx If the terms of our engagement as set forth in each case at its own expense. [The remainder of this page has been intentionally left blank.] Please confirm that the foregoing correctly sets forth our agreement by signing letter are satisfactory to you, please sign and returning to Maxim date the enclosed copy of this Agreementletter and return it to us. We look forward to working with you and your management team. Very truly yours, MAXIM GROUP Forefront Capital Markets, LLC By: Name: Lxxxx Xxxxxxxxx Title: Co-Head of /s/ Fxxxxxx X. Xxxxxxxxxx Fxxxxxx X. Xxxxxxxxxx Senior Managing Director, Investment Banking Address for noticeBy: 300 Xxxx Xxxxxx, 16th Floor New York, NY 10022 Attention: Jxxxx Xxxxxx, General Counsel Email: jxxxxxx@xxxxxxxx.xxx Accepted /s/ Dxxxx Xxxxxxxxxx Dxxxx Xxxxxxxxxx President & CFO Agreed to and Agreed accepted to as of the date first written appearing above: KAIVAL BRANDS INNOVATIONS GROUP, Address for Notice: INC. Kaival Brands Innovations GroupBone Biologics, Inc. 4000 Xxx Xxxxx Xxxxxxx By: Grant-Valkaria, Florida Name: Nxxxxxxxxx Xxxxx Attention: [____________ ] Title: /s/ Mxxxxxx Xxxxxxx Mxxxxxx Xxxxxxx Chief Executive Officer E-MailAFH Acquisition X, Inc. By: /s/ Axxx X. Xxxxxxxxxxx Axxx X. Xxxxxxxxxxx President and Chief Financial Officer [______________ Signature Page to the Agreement; Exhibit A — Indemnification Provisions and Exhibit B -Excluded Investors follows] With a copy to (which shall not constitute notice): Sxxxxxxxx Xxxx Members FINRA & SIPC 500 Xxxxxxx Carmel LLP 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Floor Xxx. 34th Fl. New York, NY 10036 Telephone: (000) 000-10022 Phone 1 000 000 0000 Attention:Jxxxxxx Xxxxxxx, Esq. E-mail: jxxxxxxx@xxxx.xxx [Signature Page to Placement Agency Agreement Between Kaival Brands Innovations Group, Inc. and Maxim Group LLC] ADDENDUM hxxx://xxxxxxxxxxxxxxxxxxxxxxx.xxx Exhibit A INDEMNIFICATION PROVISIONS Capitalized terms used in this Addendum Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Addendum Exhibit is attached. In addition to and without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), the The Company agrees to indemnify and hold harmless the Placement Agent and each of the other Indemnified Parties (as hereinafter defined) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing pursuing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, “Losses”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, the Placement Agent’s acting for the Company, including, without limitation, any act or omission by the Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or reckless or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party’s gross negligence or reckless or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the “Indemnified Parties”): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, shareholdersstockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, liability which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; promptness (within 7 business days): provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder except to the extent that such failure or delay causes actual material harm to the Company, or materially prejudices its ability to defend such action, suit, proceeding or investigation on behalf of such Indemnified Partyhereunder. In case any such action is brought against any An Indemnified Party and such Indemnified Party notifies the Company of the commencement thereof, the Company may elect to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and an Indemnified Party may employ counsel to participate in the defense of any such action provided, that the employment of such counsel shall be at the Indemnified Party’s own expense, unless (i) the employment of such counsel has been authorized in writing by the Company, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) that there are legal defenses available to the Indemnification Party that are not available to the Company, or that there exists a conflict or potential conflict of interest (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the Company that makes it impossible or inadvisable for counsel to the Company to conduct the defense of both parties (in which case the Company will not have the right to direct retain counsel of its own choice to represent it, and the defense of such action on behalf of the Indemnified Party), or (iii) the Company has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, expenses and disbursements and other charges of such counsel will for the Indemnified parties shall be at the expense of borne by the Company; provided, further, that in no event shall the Company be required to pay fees and expenses for more than one firm of attorneys (and local counsel) representing Indemnified Parties. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company’s written consent. The Company shall not, without the prior written consent of or the Placement Agent, settle or compromise any an claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of or the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual Factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any an Indemnified Party or any action or inaction of any Indemnified Party. Members FINRA & SIPC 500 Xxxxxxx Xxx. 34th Fl. New York, NY 10022 Phone 1 000 000 0000 hxxx://xxxxxxxxxxxxxxxxxxxxxxx.xxx In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its shareholdersstockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and its shareholdersstockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of or the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assignsassignees, heirs and personal representatives. [The remainder of this page has been intentionally left blank.] Very truly yours, MAXIM GROUP LLC By: Name: Cxxxxxxx X. Xxxxxx Title: Co-President Address for notice: 300 Xxxx Xxxxxx, 16th Floor Members FINRA & SIPC 500 Xxxxxxx Xxx. 34th Fl. New York, NY 10022 Attention: Jxxxx Xxxxxx, General Counsel Email: jxxxxxx@xxxxxxxx.xxx KAIVAL BRANDS INNOVATIONS GROUP, Address for Notice: INC. Kaival Brands Innovations GroupPhone 1 000 000 0000 hxxx://xxxxxxxxxxxxxxxxxxxxxxx.xxx Exhibit B EXCLUDED INVESTORS Friends and Family of Axxx Xxxxxxxxxxx included in the listing attached or otherwise as provided by Axxx Xxxxxxxxxxx or AFH Holdings and Advisory to Placement Agent MusculoSkeletal Transplant Foundation Orthofix, Inc. By: 4000 Xxx Bxxxxx, Inc. Jxxx Xxxxx Mxxxxxx Xxxxxxxx Bxxxx Xxxxxx September 22, 2014 Mxxxxxx Xxxxxxx Name: Nxxxxxxxxx Xxxxx Gxxxx-Valkaria, Florida Title: Chief Executive Officer AttentionBone Biologics, Inc. 100 Xxxxxx Xxxx, Xxxxx 0 Xxxxxxxx Xxxx, XX 00000 RE: [____________ E-MailPlacement Agent Agreement for the Private Placement of Securities Revised as of September 22, 2014 Dear Mx. Xxxxxxx: [______________] With This letter confirms our agreement that AFH Acquisition X, Inc., a copy to company incorporated in the State of California and Bone Biologics, Inc., a company incorporated in California, with corporate headquarters at the address stated above (which shall not constitute notice): Sxxxxxxxx Xxxx together collectively with its affiliates and subsidiaries, the “Company” or “Bone Bio”) has engaged Forefront Capital Markets, LLC, a Delaware limited liability company, headquartered at 500 Xxxxxxx Carmel LLP 1000 Xxxxxx xx xxx XxxxxxxxXxx, 00xx Floor New YorkXx, NY 10036 Telephone: Xxx Xxxx, XX 00000 (000together with its affiliates and subsidiaries, “Forefront” or the “Placement Agent”) 000to act as the Company’s exclusive Placement Agent in connection with the proposed private placement offering in the amount of up to $10 million with a 15% overallotment option) (the “Offering”), at a pre-0000 Attention: Jxxxxxx Xxxxxxx, Esqmoney valuation of the Company currently contemplated to be approximately $60 million pre private placement money. EThe Placement Agent shall be provided with a 15% over-mail: jxxxxxxx@xxxx.xxx [Signature Page to Indemnification Provisions Pursuant to allotment option for the Offering. The terms of the Securities and the gross proceeds of such Offerings will be substantially negotiated between the Placement Agency Agreement] between Kaival Brands Innovations GroupAgent and the Company with one or more accredited investors (described below). Placement Agent acknowledges and agrees that closing of the Private Placement Offering is contingent upon the consummation of a reverse merger or other business combination (the “Business Combination”) with Bone Bio. and AFH Acquisition X, Inc. have executed a non-binding letter of intent and Maxim Group LLC]cannot provide any assurance that the Business Combination will be consummated. All funds from subscribers to the Private Placement Offering shall be deposited with a third-party escrow agent and distributed in accordance with the escrow instructions. Upon your acceptance of this engagement letter indicated by your signature below, (the “Agreement”) this Agreement will confirm the terms of the engagement between the Placement Agent and the Company.