Common use of SELLING STOCKHOLDERS Clause in Contracts

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants and warrants, see “Private Placement of Securities” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securities, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants and warrants and any other rights to purchase our common stock, as of ________, 2022, assuming exercise of any pre-funded warrants, warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to selling stockholders in the “Private Placement of Securities” described above, (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to limitations on the exercise of any warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder may not exercise the pre-funded warrants and warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMA, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharma, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon the exercise of the warrants and pre-funded warrantsconversion of the preferred stock. For additional information regarding the issuances of those shares of common stock, pre-funded warrants and warrantspreferred stock, see “"Private Placement of Securities” Common Shares, Warrants and Preferred Stock" above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesthe shares of common stock, the warrants and the preferred stock, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants and warrants and any other rights to purchase our common preferred stock, as of ________, 20222017, assuming exercise of any pre-funded warrants, the warrants or other rights and conversion of the preferred stock held by the selling stockholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling stockholders in the “Private Placement of Securities” described above, __________________ ,(ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, eachand (iii) the maximum number of shares of common stock issuable upon conversion of the related preferred stock, determined as if the outstanding preferred stock were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of any warrantsthe warrants or the conversion of the preferred stock. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrantsthe preferred stock, as applicable, a selling shareholder stockholder may not exercise the pre-funded warrants and warrants or convert the preferred stock, as applicable to the extent such exercise or conversion, as applicable would cause such selling shareholderstockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded the warrants and warrants or upon conversion of the preferred stock, as applicable, which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMA, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharmaNemus Bioscience, Inc., a Delaware Nevada corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants stock and warrants, see “Private Placement of SecuritiesShares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesthe shares of common stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants stock and warrants and any other rights to purchase our common stockwarrants, as of ________, 20222023, assuming exercise of any pre-funded warrants, the warrants or other rights held by the selling stockholders stockholder on that date, without regard to any limitations on exercisesexercise. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) sum of the number of shares of common stock issued to the selling stockholders in the “Private Placement of SecuritiesShares of Common Stock and Warrants” described above, above and (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of any the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder stockholder may not exercise the pre-funded warrants and warrants to the extent such exercise would cause such selling shareholderstockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMA, CELULARITY INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of First Wave BioPharma, Celularity Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, stockholders upon conversion of the preferred shares and exercise of the warrants and pre-funded warrants. For additional information regarding the issuances issuance of those the preferred shares of common stock, pre-funded warrants and the warrants, see “Private Placement of SecuritiesPreferred Shares and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesthe preferred shares and the warrants issued pursuant to the Securities Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock held by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each the selling stockholderstockholders, based on its their respective ownership of the shares of common stock, pre-funded warrants preferred shares and warrants and any other rights to purchase our common stockwarrants, as of ________, 202220__, assuming conversion of the preferred shares and exercise of any pre-funded warrants, the warrants or other rights held by the each such selling stockholders stockholder on that date, without regard to date but taking account of any limitations on exercisesconversion and exercise set forth therein. The third column lists the shares of common stock being offered by this prospectus by the selling stockholdersstockholders and does not take in account any limitations on (i) conversion of the preferred shares set forth therein or (ii) exercise of the warrants set forth therein. In accordance with the terms of a registration rights agreement with the selling stockholdersholders of the preferred shares and the warrants, this prospectus generally covers the resale of the sum of (i) the maximum number of shares of common stock issued or issuable pursuant to selling stockholders in the “Private Placement Certificate of Securities” described aboveDesignations, including payment of interest on the preferred shares through [DATE], and (ii) the maximum number of shares of common stock issued or issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants each case, determined as if such the outstanding preferred shares (including interest on the preferred shares through [DATE]) and warrants were converted or exercised (as the case may be) in full (without regard to any limitations on conversion or exercise contained therein solely for the purpose of such calculation) at the floor price or exercise price (as the case may be) calculated as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, as . Because the conversion price of the trading day immediately preceding the applicable date of determination preferred shares and all subject to adjustment as provided in the registration right agreement, without regard to limitations on the exercise price of any warrantsthe warrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants Certificate of Designations and the warrants, a certain of our selling shareholder stockholders may not convert the preferred shares or exercise the pre-funded warrants and warrants to the extent such exercise would cause (but only to the extent) such selling shareholder, together with stockholder or any of its affiliates and attribution parties, to would beneficially own a number of shares of our shares of common stock which would exceed 4.9919.99% or 9.99%, as applicable, of our then the outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercisedthe Company. The number of shares in the second and fourth columns do not reflect this limitationcolumn reflects these limitations. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock of Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMA, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock [LEAD INVESTOR] (the “Registrable Securities”1) of First Wave BioPharma, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.[OTHER BUYERS]

SELLING STOCKHOLDERS. The common stock shares of Common Stock being offered by the selling stockholders are those previously issued to issuable upon conversion of the selling stockholders, convertible debentures and those issuable to the selling stockholders, upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances issuance of those shares of common stock, pre-funded warrants convertible notes and warrants, see “Private Placement of SecuritiesConvertible Debentures and Warrants” above. We are registering the shares of common stock Common Stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except as otherwise notes and except for the ownership of our securitiesthe convertible Debentures and the warrants issued pursuant to the Securities Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants convertible debentures and warrants and any other rights to purchase our common stockwarrants, as of ________, 2022200_, assuming conversion of all convertible debentures and exercise of any pre-funded warrants, the warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercisesconversions or exercise. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number of at least ___________ shares of common stock issued or issuable to the selling stockholders in pursuant to the “Private Placement Securities Purchase Agreement. Because the conversion price of Securities” described abovethe convertible debentures and the exercise price of the warrants may be adjusted, (ii) the maximum number of shares of common stock issuable upon exercise of that will actually be issued may be more or less than the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such outstanding warrants were exercised in full as of the trading day immediately preceding the date being offered by this registration statement was initially filed with the SEC, each, as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to limitations on the exercise of any warrantsprospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants convertible debentures and the warrants, a selling shareholder stockholder may not convert the convertible debentures or exercise the pre-funded warrants and warrants to the extent such conversion or exercise would cause such selling shareholderstockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock shares of Common Stock following such conversion or exercise, excluding for purposes of such determination shares of common stock Common Stock issuable upon conversion of the convertible debentures which have not been converted and upon exercise of such pre-funded warrants and the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " Name of Selling Stockholder Number of shares of Common Stock Shares Owned Prior to Offering Maximum Number of shares of Common Stock Shares to be Sold Pursuant to this Prospectus Number of shares of Common Stock Shares Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMAYA Global Investments, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock L.P. (the “Registrable Securities”) of First Wave BioPharma, Inc., a Delaware corporation (the “Company”1), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, stock and pre-funded warrants and warrants, see “Private Placement of SecuritiesShares of Common Stock and Pre-Funded Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesthe shares of common stock and the pre-funded warrants and for the selling stockholders whose other relationships are provided in “Certain Relationships and Related Party Transactions”1, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, stock and pre-funded warrants and warrants and any other rights to purchase our common stockwarrants, as of ________, 20222024, assuming exercise of any the pre-funded warrants, warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement Registration Rights Agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling stockholders in the “Private Placement of SecuritiesShares of Common Stock and Pre-Funded Warrants” described above, above and (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in determined as if the case of the outstanding pre-funded warrants and warrants determined as if such outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreementRegistration Rights Agreement, without regard to any limitations on the exercise of any the pre-funded warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder stockholder may not exercise the pre-funded warrants and warrants to the extent such exercise would cause such selling shareholderstockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, [19.99]% of the number of shares of our then outstanding common stock outstanding following such exercise, excluding exercise (for purposes of such determination the denominator, immediately after giving effect to the issuance of shares of common stock issuable to be issued upon the applicable exercise of such pre-funded warrants and warrants which have not been exercisedwarrant). The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” 1 Note: To add based on questionnaire, given existing share ownership and board representation of certain selling stockholders. Name of Selling Stockholder Number of shares Shares of Common Stock Owned Prior to Offering Maximum Number of shares Shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage Shares of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMAADVERUM BIOTECHNOLOGIES, INC. Selling Stockholder Notice and Questionnaire SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE The undersigned beneficial owner of shares of common stock and/or pre-funded warrants (collectively, the “Registrable Securities”) of First Wave BioPharmaAdverum Biotechnologies, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock Securities being offered by the selling stockholders are those previously issued to the selling stockholdersstockholders pursuant to that certain Share Purchase Agreement, dated as of December 27, 2022 by and those issuable to among us and the selling stockholders, upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants and warrants, see “Private Placement of Securities” above. We are registering the shares of common stock these Securities in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securities, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock Securities by each of the selling stockholders. The second column lists the number of shares of common stock the Securities beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants and warrants and any other rights to purchase our common stock, as of ________, 2022, assuming exercise of any pre-funded warrants, warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercisesSecurities. The amounts listed in the third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) and fourth columns reflect the number of shares being offered by each selling stockholder and the number of common stock issued shares remaining following the sale of such shares, respectively. The amounts listed do not assume sales by any other selling stockholder and are subject to selling stockholders in the “Private Placement of Securities” described above, (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to limitations on the exercise of any warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to that may be resold under this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder may not exercise the pre-funded warrants and warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares Securities in this offering. See “Plan of Distribution.” Name of [Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock Table to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Included] Annex C FIRST WAVE BIOPHARMA, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharma, Inc., a Delaware corporation (the “Company”), Securities understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) SEC a registration statement (the “Registration Statement”) Statement for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”)amended, of the Registrable Securities, Securities in accordance with the terms of the a Registration Rights Agreement Agreement, dated February 9, 2023 (the “Registration Rights Agreement”) to which this document is annexed), among the Company and the Holders named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms used but not otherwise defined herein shall have the meanings meaning ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a beneficial owner of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Any beneficial owner of Registrable Securities wishing to include its Registrable Securities in the Registration Statement must deliver to the Company a properly completed and signed Notice and Questionnaire. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock shares of Common Stock being offered by the selling stockholders are those previously issued to issuable upon conversion of the selling stockholders, convertible debentures and those issuable to the selling stockholders, upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances issuance of those shares of common stock, pre-funded warrants convertible notes and warrants, see “Private Placement of SecuritiesConvertible Debentures and Warrants” above. We are registering the shares of common stock Common Stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except as otherwise notes and except for the ownership of our securitiesthe convertible Debentures and the warrants issued pursuant to the Securities Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants convertible debentures and warrants and any other rights to purchase our common stockwarrants, as of ________, 20222007, assuming conversion of all convertible debentures and exercise of any pre-funded warrants, the warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercisesconversions or exercise. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of at least (i) 300% of the number of shares of common stock Conversion Shares issued and issuable pursuant to selling stockholders in the “Private Placement of Securities” described above, (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such outstanding warrants were exercised in full convertible debentures as of the trading day immediately preceding the date this the registration statement was is initially filed with the SEC, each, and (ii) 100% of the number of warrant shares issued and issuable pursuant to the warrants as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to limitations on statement is initially filed with the SEC. Because the conversion price of the convertible debentures and the exercise price of any warrantsthe warrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants convertible debentures and the warrants, a selling shareholder stockholder may not convert the convertible debentures or exercise the pre-funded warrants and warrants to the extent such conversion or exercise would cause such selling shareholderstockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock shares of Common Stock following such conversion or exercise, excluding for purposes of such determination shares of common stock Common Stock issuable upon conversion of the convertible debentures which have not been converted and upon exercise of such pre-funded warrants and the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares of Common Stock Shares Owned Prior to Offering Maximum Number of shares of Common Stock Shares to be Sold Pursuant to this Prospectus Number of shares of Common Stock Shares Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMAYA Global Investments, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock L.P. (the “Registrable Securities”) of First Wave BioPharma, Inc., a Delaware corporation (the “Company”1), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders shareholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, shareholders upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances issuance of those shares of common stock, pre-funded warrants and the warrants, see “Private Placement of SecuritiesSenior Note and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders shareholder to offer the shares for resale from time to time. Except for the ownership of our securitiesthe loan evidenced by note and the warrants issued pursuant to the Note, the selling stockholders shareholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders shareholder and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock beneficially held by each of the selling shareholders, based on its respective beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants and warrants and any other rights to purchase our common stock, as of ____________, 20222018, assuming d exercise of any pre-funded warrants, the warrants or other rights held by the such selling stockholders shareholder on that date, without regard to date but taking account of any limitations on exercisesexercise set forth therein. The third column lists the number of shares of common stock being sold in this offering. The fourth column lists the shares of common stock being offered that will be beneficially owned by each selling shareholder following this prospectus by offering. We have assumed for purposes of preparing this table that the selling stockholdersshareholder will sell all of the shares of common stock being offered. In accordance with the terms of a registration rights agreement with the selling stockholdersshareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock that may be issued to selling stockholders in connection with the “Private Placement conversion of Securities” described aboveall amounts owed under the senior secured convertible promissory notes, in each case determined as if all amounts owed under the senior secured convertible promissory notes were converted and (ii) 100% of the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants each case, determined as if such the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to limitations on the exercise of any warrantsfull. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder may not exercise the pre-funded warrants and warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Shareholder Number of shares Shares of Common Stock Owned Prior to Offering Maximum Number of shares Shares of Common Stock to be Sold Pursuant to this Prospectus Offering Number of shares Shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMA, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharma, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.Offering

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, stockholders upon conversion of the notes and exercise of the warrants and pre-funded warrants. For additional information regarding the issuances issuance of those shares of common stock, pre-funded warrants the notes and the warrants, see “Private Placement of SecuritiesNotes and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesthe notes and the warrants issued pursuant to the Securities Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock held by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each the selling stockholderstockholders, based on its their respective ownership of the shares of common stock, pre-funded warrants notes and warrants and any other rights to purchase our common stockwarrants, as of ________, 2022201_, assuming conversion of the notes and exercise of any pre-funded warrants, the warrants or other rights held by the each such selling stockholders stockholder on that date, without regard to date but taking account of any limitations on exercisesconversion and exercise set forth therein. The third column lists the shares of common stock being offered by this prospectus by the selling stockholdersstockholders and does not take in account any limitations on (i) conversion of the notes set forth therein or (ii) exercise of the warrants set forth therein. In accordance with the terms of a registration rights agreement with the selling stockholdersholders of the notes and the warrants, this prospectus generally covers the resale of 150% of the sum of (i) the maximum number of shares of common stock issued or issuable pursuant to selling stockholders in the “Private Placement of Securities” described above, Notes and (ii) the maximum number of shares of common stock issued or issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants each case, determined as if such the outstanding notes and warrants were converted or exercised (as the case may be) in full (without regard to any limitations on conversion or exercise contained therein solely for the purpose of such calculation) at a conversion price or exercise price (as the case may be) calculated as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, as . Because the conversion price of the trading day immediately preceding the applicable date of determination notes and all subject to adjustment as provided in the registration right agreement, without regard to limitations on the exercise price of any warrantsthe warrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants notes and the warrants, a selling shareholder stockholder may not convert the notes or exercise the pre-funded warrants and warrants to the extent such exercise would cause (but only to the extent) such selling shareholder, together with stockholder or any of its affiliates and attribution parties, to would beneficially own a number of shares of our common stock which would exceed 4.999.99% or 9.99%, as applicable, of our then the outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercisedthe Company. The number of shares in the second and fourth columns do not reflect this limitationcolumn reflects these limitations. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares Shares of Common Stock Owned Prior to Offering Maximum Number of shares Shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares Shares of Common Stock of Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMAXxxxxx Bay Master Fund Ltd (1) Alto Opportunity Master Fund, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock SPC - Segregated Master Portfolio B (the “Registrable Securities”) of First Wave BioPharma, Inc., a Delaware corporation (the “Company”2), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, stockholders upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances issuance of those shares of common stock, pre-funded warrants and warrants, see “Private Placement of SecuritiesWarrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesthe warrants issued pursuant to the Subscription Agreement and [DESCRIBE LENDER AND OTHER RELATIONSHIPS], the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants and warrants and any other rights to purchase our common stockwarrants, as of ___________, 2022202_, assuming exercise of any pre-funded warrants, all warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercisesexercise. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of at least 150% of the sum of (i) the maximum number of shares of common stock issued to selling stockholders in and issuable upon exercise of the “Private Placement warrants as of Securities” described above, (ii) the maximum Trading Day immediately preceding the date the registration statement is initially filed with the SEC. Because the number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) may be adjusted, the maximum number of shares that will actually be issued may be more or less than the number of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such outstanding warrants were exercised in full as of the trading day immediately preceding the date shares being offered by this registration statement was initially filed with the SEC, each, as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to limitations on the exercise of any warrantsprospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder stockholder may not exercise the pre-funded warrants and warrants to the extent such exercise would cause such selling shareholderstockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding shares of common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares Shares of Common Stock Owned Prior to Offering Maximum Number of shares Shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares Shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMA, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock [TCW] (the “Registrable Securities”1) of First Wave BioPharma, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.0 [Other Subscribers]

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholdersstockholders upon conversion of, upon or payment of amortization or interest with respect to, the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants and warrants, see “Private Placement of Securities” aboveNotes. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesthe Notes, the selling stockholders have not had any material relationship with us within the past three years. For purposes of this prospectus, “selling securityholders” includes the securityholders listed below and their permitted transferees, pledgees, assignees, distributees, donees or successors or others who later hold any of the selling securityholders’ interests. To the extent required, we will file a supplement to this prospectus (or a post-effective amendment hereto, if necessary) to name successors to any named selling shareholders who are able to use this prospectus to resell the ordinary shares registered hereby. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants stock and warrants and any other rights to purchase our common stockthe Notes, as of [________, 2022], assuming exercise full conversion of any pre-funded warrants, warrants or other rights the Notes held by the selling stockholders on that date, without regard to any limitations limitation on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholdersconversion. In accordance with the terms of a registration rights agreement with the selling stockholdersholders of the notes, this prospectus generally covers the resale of the sum of (i) the that number of shares of common stock issued equal to selling stockholders in the “Private Placement of Securities” described above, (ii) the maximum number of shares of common stock issuable upon exercise conversion of, or payment of amortization or interest with respect to, the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrantsNotes, in the case of the pre-funded warrants and warrants determined as if such the outstanding warrants Notes were exercised converted, as applicable, in full (including the interest make-whole payment that would apply and any additional shares issuable upon conversion in connection with a make-whole fundamental change as if the conversion had occurred on such date), in each case as of the trading day immediately preceding the date this registration statement was initially filed with the SEC[, eachless amounts that were previously registered for resale]. Notwithstanding the foregoing, as the maximum number of shares that may be resold under this prospectus is [______], which[, together with the trading day immediately preceding [___] shares of common stock previously registered for resale on [___],] is the applicable date maximum number of determination and all subject shares that we may issue to adjustment as provided settle conversions or make amortization or interest payments [until the time, if any, that our stockholders have approved [the issuance of a greater number of shares in accordance with Nasdaq listing standards][an amendment to our certificate of incorporation to increase the number of authorized shares of common stock]]. The amounts listed in the registration right agreement, without regard to limitations on third and fourth columns reflect the exercise number of any warrants. The fourth column assumes shares being offered by each selling stockholder and the number of shares remaining following the sale of all such shares, respectively. The amounts listed do not assume sales by any other selling stockholder and are subject to the maximum number of the shares offered by the selling stockholders pursuant to that may be resold under this prospectus. Under the terms of the pre-funded warrants and warrantsNotes, a selling shareholder may not exercise the pre-funded warrants and warrants convert or be issued shares of common stock to the extent such exercise conversion or issuance would cause such selling shareholdershareholders, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.999.9% or 9.99%, as applicable, of our then outstanding common stock following such exerciseconversion or issuance, excluding for purposes of such determination shares of common stock issuable upon exercise conversion of such pre-funded warrants and warrants which any Notes that have not been exercisedconverted. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of [Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock Table to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Included] Annex C FIRST WAVE BIOPHARMARXXX’X, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharma, Inc., a Delaware corporation (the “Company”), Securities understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) Statement for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”)amended, of the Registrable Securities, Securities in accordance with the terms of the a Registration Rights Agreement Agreement, dated May [●], 2022 (the “Registration Rights Agreement”) to which this document is annexed), among the Company and the Holders named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms used but not otherwise defined herein shall have the meanings meaning ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a beneficial owner of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Any beneficial owner of Registrable Securities wishing to include its Registrable Securities in the Registration Statement must deliver to the Company a properly completed and signed Notice and Questionnaire. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock shares of Common Stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon the exercise conversion of the warrants Convertible Note and pre-funded warrantsthe Subscription Shares. For additional information regarding the issuances issuance of those shares of common stockthe Convertible Note, pre-funded warrants and warrantsSubscription Shares, see “Private Placement of SecuritiesConvertible Note and Subscription Shares” above. We are registering the shares of common stock Common Stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except as otherwise notes and except for the ownership of our securitiesthe Convertible Note and the Subscription Shares issued pursuant to the Securities Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants Convertible Note and warrants and any other rights to purchase our common stockSubscription Shares, as of ________, 20222020, assuming exercise conversion of any pre-funded warrants, warrants or other rights the Convertible Note and the Subscription Shares held by the selling stockholders on that date, without regard to any limitations on exercisesconversions or exercise. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of at least (i) 100% of the number of shares of common stock Conversion Shares issued and issuable pursuant to selling stockholders in the “Private Placement of Securities” described above, (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such outstanding warrants were exercised in full Convertible Note as of the trading day immediately preceding the date this the registration statement was is initially filed with the SEC, each, as and (ii) the Subscription Shares. Because the conversion price of the trading day immediately preceding Convertible Note may be adjusted, the applicable date number of determination and all subject to adjustment as provided in shares that will actually be issued may be more or less than the registration right agreement, without regard to limitations on the exercise number of any warrantsshares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder may not exercise the pre-funded warrants and warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares of Common Stock Shares Owned Prior to Offering Maximum Number of shares of Common Stock Shares to be Sold Pursuant to this Prospectus Number of shares of Common Stock Shares Owned After Offering Percentage of Common Stock Shares Beneficially Owned After Offering Annex C FIRST WAVE BIOPHARMAHarvest Small Cap Partners, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharmaL.P. 239,788 Harvest Small Cap Partners Master, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.Ltd. 560,212

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and and/or those issuable to the selling stockholders, upon the exercise of the warrants and pre-funded certain warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants and warrants, see “Private Placement of SecuritiesTransactions” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securities, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants and warrants and any other rights to purchase our common stocksecurities, as of ________, 20222024, assuming conversion of the Series A Preferred Stock and exercise of any pre-funded warrants, the warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to selling stockholders in the “Private Placement of Securities” described above, (ii) the maximum number of shares of common stock issuable upon the exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if assuming such outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of any the related warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder stockholder may not convert the Series A Preferred Stock or exercise the pre-funded warrants and its warrants to the extent such exercise would cause such selling shareholderstockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants calculated as specified in the Series A Preferred Stock and warrants which have not been exercisedthe warrants. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " Name of Selling Stockholder stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMASMARTKEM, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharmaSmartKem, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants and warrantsstock being registered for resale in this registration statement, see “Private Placement of SecuritiesShares of Common Stock” and “Business Combination of [•] and [•]” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securities, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants and warrants and any other rights to purchase our common stock, as of ________, 2022, assuming exercise of any pre-funded warrants, warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercises2023. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) The fourth column reflects the number of shares of common stock issued to beneficially owned by each selling stockholders in the “Private Placement of Securities” described abovestockholder, (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to limitations on the exercise of any warrants. The fourth column assumes assuming the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder may not exercise the pre-funded warrants and warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex B-1 Annex C FIRST WAVE BIOPHARMA, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock Registrable Securities (as such term is defined in the “Registrable Securities”Registration Rights Agreement) of First Wave BioPharma, Inc.Magenta., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) Statement for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement dated as of May 2, 2023 to which the Company and the undersigned are parties (the “Registration Rights Agreement”) to which this document is annexed). A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants stock and warrants, see “Private Placement of SecuritiesShares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesthe shares of common stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants stock and warrants and any other rights to purchase our common stockwarrants, as of ________, 20222023, assuming exercise of any pre-funded warrants, the warrants or other rights held by the selling stockholders stockholder on that date, without regard to any limitations on exercisesexercise. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) sum of the number of shares of common stock issued to the selling stockholders in the “Private Placement of SecuritiesShares of Common Stock and Warrants” described above, above and (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of any the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder stockholder may not exercise the pre-funded warrants and warrants to the extent such exercise would cause such selling shareholderstockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMA, CELULARITY INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of First Wave BioPharma, Celularity Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Investor Rights Agreement (the “Registration Investor Rights Agreement”) to which this document is annexed. A copy of the Registration Investor Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Investor Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, stockholders upon the exercise conversion of the warrants and pre-funded warrantsnotes. For additional information regarding the issuances issuance of those shares of common stock, pre-funded warrants and warrantsthe notes, see “Private Placement of SecuritiesNotes” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesthe notes issued pursuant to the Securities Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock held by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each the selling stockholderstockholders, based on its their respective ownership of the shares of common stock, pre-funded warrants and warrants and any other rights to purchase our common stocknotes, as of ________, 2022201_, assuming exercise conversion of any pre-funded warrants, warrants or other rights the notes held by the each such selling stockholders stockholder on that date, without regard to date but taking account of any limitations on exercisesconversion set forth therein. The third column lists the shares of common stock being offered by this prospectus by the selling stockholdersstockholders and does not take in account any limitations on conversion of the notes set forth therein. In accordance with the terms of a registration rights agreement with the selling stockholdersholders of the notes, this prospectus generally covers the resale of, as of any given date, the sum of (i) the number 125% of shares of common stock issued to selling stockholders in the “Private Placement of Securities” described above, (ii) the maximum number of shares of common stock then issuable upon exercise conversion of the pre-funded warrants and Notes, including conversion of interest on the notes through the fifteen month anniversary of the date of issuance, determined as if the outstanding notes (iiiincluding interest on the notes through fifteen month anniversary of the date of issuance) were converted in full (without regard to any limitations on conversion contained therein solely for the maximum purpose of such calculation) at a conversion price, interest conversion price equal to 50% of the conversion price of the Notes in effect on such given date. Because the mandatory conversion price of the notes may differ from the conversion price in effect on such given date, the number of shares that will actually be issued may be more or less than the number of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such outstanding warrants were exercised in full as of the trading day immediately preceding the date shares being offered by this registration statement was initially filed with the SEC, each, as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to limitations on the exercise of any warrantsprospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrantsnotes, a selling shareholder stockholder may not exercise convert the pre-funded warrants and warrants notes to the extent such exercise would cause (but only to the extent) such selling shareholder, together with stockholder or any of its affiliates and attribution parties, to would beneficially own a number of shares of our common stock which would exceed 4.99(i) 9.99% of the outstanding shares of the Company or 9.99%, as applicable, (ii) the selling stockholder’s pro rata portion of our then outstanding common stock following such exercise, excluding for purposes the aggregate number of such determination shares of common stock issuable which we may issue upon exercise conversion of such pre-funded warrants and warrants which have not been exercisedthe notes or otherwise pursuant to the terms of the notes without breaching our obligations under the rules or regulations of The Nasdaq Stock Market. The number of shares in the second and fourth columns do not reflect this limitationcolumn reflects these limitations. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMA, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharma, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock Ordinary Shares being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to stockholders in connection with the selling stockholders, upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants and warrants, see “Private Placement of Securities” aboveSecurities Purchase Agreement. We are registering the shares of common stock Ordinary Shares in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesthe Ordinary Shares, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock Ordinary Shares by each of the selling stockholders. The second column lists the number of shares of common stock Ordinary Shares beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants and warrants and any other rights to purchase our common stockOrdinary Shares, as of ________, 2022, assuming exercise of any pre-funded warrants, warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock Ordinary Shares being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock Ordinary Shares issued to the selling stockholders in the “Private Placement of Securities” described above, (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to limitations on the exercise of any warrants__________________. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder may not exercise the pre-funded warrants and warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares of Common Stock Ordinary Shares Owned Prior to Offering Maximum Number of shares of Common Stock Ordinary Shares to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Ordinary Shares Owned After Offering Annex C FIRST WAVE BIOPHARMA, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock Ordinary Shares (the “Registrable Securities”) of First Wave BioPharma, Inc._______________, a Delaware _______ corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon the conversion or exercise of the warrants and pre-funded warrantsconvertible securities. For additional information regarding the issuances of those shares of common stock, pre-funded warrants stock and warrantsconvertible securities, see “Private Placement of Securities” above”. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our the shares of common stock and the convertible securities, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants stock and warrants and any other rights to purchase our common stockconvertible securities, as of ________, 20222017, assuming full conversion or exercise of any pre-funded warrants, warrants or other rights the convertible securities held by the selling stockholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling stockholders in the “Private Placement of Securities” described above, __________________ and (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon conversion or exercise of the related warrantsconvertible securities, in the case of the pre-funded warrants and warrants determined as if such the outstanding warrants convertible securities were converted or exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion or exercise of any warrantsthe convertible securities. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder may not exercise the pre-funded warrants and warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Number of shares of Maximum Number Number of shares Common Stock of shares of Common of Common Stock Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Owned After Offering Pursuant to this Offering Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMA, UQM TECHNOLOGIES INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharma, UQM Technologies Inc., a Delaware Colorado corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon conversion of the Series C preferred stock or exercise of the warrants and pre-funded warrantsPreferred Investment Options. For additional information regarding the issuances of those shares of common stock, pre-funded warrants stock and warrantsPreferred Investment Options, see “Private Placement of SecuritiesSeries C Preferred Stock and Preferred Investment Options” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesthe shares of common stock and the Preferred Investment Options, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants shares of Series C preferred stock and warrants and any other rights to purchase our common stockPreferred Investment Options, as of [________], 20222021, assuming exercise of any pre-funded warrants, warrants or other rights the Preferred Investment Options held by the selling stockholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a the registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to selling stockholders in the “Private Placement of Securities” described above, (ii) the maximum number of shares of common stock issued or issuable to the selling stockholders upon conversion of the Series C preferred stock or exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrantsPreferred Investment Options, in each case as described in the case “Private Placement of the pre-funded warrants Series C Preferred Stock and warrants Preferred Investment Options” above, determined as if such outstanding warrants securities were converted or exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SECfull, each, each as of the trading day immediately preceding the applicable date of determination determination, and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion or exercise of any warrantsthereof. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants Series C preferred stock and warrantsthe Preferred Investment Options, a selling shareholder stockholder may not convert or exercise the pre-funded warrants and warrants such securities to the extent such conversion or exercise would cause such selling shareholderstockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.999.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon conversion or exercise of such pre-funded warrants and warrants securities which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMA, INC. CYTRX CORPORATION Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharma, Inc.CytRx Corporation, a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those [previously issued issued] [issuable to] the selling stockholders pursuant to the selling stockholders, and those issuable to the selling stockholders, Purchase Agreement and/or upon the exercise conversion of the warrants and pre-funded warrantspreferred stock. For additional information regarding the issuances of those shares of common stock, pre-funded warrants and warrantsshares, see “Private Placement of SecuritiesPlacement” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesthe shares of preferred stock and common stock and as otherwise set forth in this prospectus, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common preferred stock, pre-funded warrants common stock and warrants and any other rights to purchase our common stockwarrants, as of ________________, 2022, assuming conversion of the preferred stock and exercise of any pre-funded warrants, the warrants or other rights held by the selling stockholders on that date, without regard to any limitations on conversions or exercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the maximum number of shares of common stock issued pursuant to selling stockholders in the “Private Placement of Securities” described above, (ii) the maximum number of shares of common stock Purchase Agreement or issuable upon exercise conversion of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrantspreferred stock, in the case of the pre-funded warrants and warrants determined as if such the outstanding warrants shares of preferred stock were exercised converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, SEC as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right rights agreement, without regard to any limitations on the exercise conversion of any warrantsthe preferred stock. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrantsCertificate of Designation, a selling shareholder stockholder may not exercise convert the pre-funded warrants and warrants preferred stock to the extent such exercise conversion would cause such selling shareholderstockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed [4.99% or 9.99%, as applicable, ] [19.99%] of our then outstanding common stock following such exerciseconversion, excluding for purposes of such determination shares of common stock issuable upon exercise conversion of such pre-funded warrants and warrants the preferred stock which have has not been exercisedconverted. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMADUOS TECHNOLOGIES GROUP, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharmaDuos Technologies Group, Inc., a Delaware Florida corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders Selling Stockholders are those previously issued to the selling stockholdersSelling Stockholders, and those issuable to the selling stockholdersSelling Stockholders, upon the exercise conversion of the warrants and pre-funded warrantsconvertible notes. For additional information regarding the issuances of those shares of common stock, pre-funded warrants stock and warrantsconvertible notes, see “Private Placement of SecuritiesConvertible Notes” above. We are registering the shares of common stock in order to permit the selling stockholders Selling Stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesthese convertible notes and as set forth below, the selling stockholders Selling Stockholders have not had any material relationship with us within the past three years. : [•] The table below lists the selling stockholders Selling Stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholdersSelling Stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholderSelling Stockholder, based on its ownership of the shares of common stock, pre-funded warrants stock and warrants and any other rights to purchase our common stockconvertible notes, as of ________, 20222018, assuming exercise conversion of any pre-funded warrants, warrants or other rights the convertible notes held by the selling stockholders Selling Stockholders on that date, without regard to any limitations on exercisesconversions. The third column lists the shares of common stock being offered by this prospectus by the selling stockholdersSelling Stockholders. In accordance with the terms of a registration rights agreement with the selling stockholdersSelling Stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to selling stockholders the Selling Stockholders in the “Private Placement of Securities” described above, __________________ and (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise conversion of the related warrantsconvertible notes, in the case of the pre-funded warrants and warrants determined as if such the outstanding warrants convertible notes were exercised converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise conversion of any warrantsthe convertible notes. The fourth column assumes the sale of all of the shares offered by the selling stockholders Selling Stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrantsconvertible notes, a selling shareholder Selling Stockholder may not exercise convert the pre-funded warrants and warrants convertible notes to the extent such exercise conversion would cause such selling shareholderSelling Stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, [4.99]% of our then outstanding common stock following such exerciseconvert, excluding for purposes of such determination shares of common stock issuable upon exercise conversion of such pre-funded warrants and warrants the convertible notes which have not been exercisedconverted. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling shareholders Selling Stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMA, INC. ANNEX B Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharma, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.Questionnaire

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon the exercise of the warrants and pre-funded warrantsAIOs. For additional information regarding the issuances of those shares of common stock, pre-funded warrants stock and warrantsAIOs, see “Private Placement of SecuritiesShares of Common Stock and AIOs” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesthe shares of common stock and the AIOs, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholderstockholders, based on its ownership of the shares of common stock, pre-funded warrants stock and warrants and any other rights to purchase our common stockAIOs, as of ________, 2022, based on information provided to us by the selling stockholders, assuming exercise of any pre-funded warrants, warrants or other rights the AIOs held by the selling stockholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to selling stockholders in the “Private Placement of Securities” described above, (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrantsAIOs, in the case of the pre-funded warrants and warrants determined as if such the outstanding warrants AIOs were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of any warrantsthe AIOs. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrantsAIOs held by selling stockholders, a selling shareholder stockholder may not exercise the pre-funded warrants and warrants any AIOs to the extent such exercise would cause such selling shareholderstockholders, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants AIOs which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE SCOPUS BIOPHARMA, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharmaScopus Biopharma, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon conversion of the Preferred Stock and exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants Preferred Stock and warrants, see “Private Placement of SecuritiesShares of Common Stock, Preferred Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesthe shares of common stock, Preferred Stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants Preferred Stock and warrants and any other rights to purchase our common stockwarrants, as of [________], 20222023, assuming exercise of any pre-funded warrants, the warrants or other rights held by the selling stockholders on that date, without regard to any limitations on conversions or exercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling stockholders in the “Private Placement of SecuritiesShares of Common Stock, Preferred Stock and Warrants” described above, above and (ii) the maximum number of shares of common stock issuable upon exercise conversion of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon Preferred Stock or exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such the outstanding Preferred Stock was fully converted and outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of any the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under Each share of Preferred Stock is convertible into that number of shares of common stock determined by dividing the terms Stated Value of such share of Preferred Stock by the pre-funded warrants and warrants, a Conversion Price (each as defined in the Certificate of Designation.) A selling shareholder stockholder may not exercise the pre-funded warrants and warrants convert shares of Preferred Stock to the extent such exercise would cause such selling shareholderstockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%[4.99]% of our then outstanding common stock following such exercise, as applicableexcluding for purposes of such determination shares of common stock issuable upon conversion of the Preferred Stock which has not been converted. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed [4.99]% of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling shareholders stockholder may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage Maximum Number of Common shares of Preferred Stock to be Sold Pursuant to this Prospectus Number of shares of Preferred Stock Owned After Offering Exhibit 10.5 Annex C FIRST WAVE BIOPHARMARA MEDICAL SYSTEMS, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and/or preferred stock (the “Registrable Securities”) of First Wave BioPharmaRa Medical Systems, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, stockholders upon [conversion of the notes and exercise of the warrants and pre-funded warrants]. For additional information regarding the issuances issuance of those shares of common stock, pre-funded warrants the [notes and the warrants], see “Private Placement of SecuritiesNotes” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale [from time to time]. Except for the ownership of [the notes issued pursuant to and in connection with the Securities Purchase Agreement, and the warrants issued pursuant to and the agreements governing our securitiesengagement of MDB Capital Group LLC as a placement agent for the private placement of the notes and the engagement of MDB Capital Group LLC as an underwriter for a public offering of common stock by the Company, and our engagement of an affiliate of MDB Capital Group LLC as a consultant in respect of our patents and intellectual property] the selling stockholders have not had any material relationship with us within the past three years. [Adjust as necessary, according to the facts.] The table below lists the selling stockholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock held by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each the selling stockholderstockholders, based on its their respective ownership of the shares of common stock[, pre-funded warrants notes and warrants and any other rights to purchase our common stock, warrants,] as of ________, 202220__, [assuming conversion of the notes and exercise of any pre-funded warrants, the warrants or other rights held by the each such selling stockholders stockholder on that date, without regard to date but taking account of any limitations on exercisesconversion and exercise set forth therein]. [Adjust as necessary, according to the facts.] The third column lists the shares of common stock being offered by this prospectus by the selling stockholdersstockholders [and does not take into account any limitations on (i) conversion of the notes set forth therein or (ii) exercise of the warrants set forth therein]. [Adjust as necessary, according to the facts.] In accordance with the terms of a registration rights agreement with the selling stockholdersholders of the notes and the warrants, this prospectus generally covers the resale of the sum of [(i) the number of shares of common stock issued to selling stockholders in upon conversion of the “Private Placement of Securities” described above, notes and (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants each case, determined as if such the outstanding notes and warrants were converted or exercised (as the case may be) in full (without regard to any limitations on conversion or exercise contained therein) as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, as ]. Because the conversion price of the trading day immediately preceding the applicable date of determination notes and all subject to adjustment as provided in the registration right agreement, without regard to limitations on the exercise price of any warrantsthe warrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants[Adjust as necessary, a selling shareholder may not exercise the pre-funded warrants and warrants according to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. facts.] See “Plan of Distribution.” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMA, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharma, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants and warrants, see “Private Placement of Securities” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securities, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants and warrants and any other rights to purchase our common stock, as of ________, 2022, assuming exercise of any pre-funded warrants, warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercises2024. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling stockholders in the “Private Placement of Securities” described above, (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to limitations on the exercise of any warrantsstockholders. The fourth third column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder may not exercise the pre-funded warrants and warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " Name of Selling Stockholder Number of shares Shares of Common Stock Owned Prior to Offering Maximum Number of shares Shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage Shares of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMAAXXXX THERAPEUTICS, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharmaAxxxx Therapeutics, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Selling Stockholders are required to complete and deliver this Questionnaire in order to verify the accuracy of information regarding the Selling Stockholder that is included in the Registration Statement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock registered hereunder are being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon the exercise of the warrants and pre-funded warrantsSelling Stockholders. For additional information regarding the issuances of those shares of common stock, pre-funded warrants and warrants, see “Private Placement of SecuritiesCommon Stock” above. We are registering the shares of common stock in order to permit the selling stockholders Selling Stockholders to offer the shares for resale from time to time. Except (i) as disclosed under the section titled “Certain Relationships and Related Transactions and Director Independent” and (ii) for the ownership of our securitiesthe shares of common stock, the selling stockholders Selling Stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders Selling Stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholdersSelling Stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholderSelling Stockholder, based on its ownership of the shares of common stock, pre-funded warrants and warrants and any other rights to purchase our common stock, as of ________, 2022, assuming exercise of any pre-funded warrants, warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercises2021. The third column lists the shares of common stock being offered by this prospectus by the selling stockholdersSelling Stockholders. In accordance with the terms of a registration rights agreement the Registration Rights Agreement with the selling stockholdersSelling Stockholders, this prospectus Prospectus generally covers the resale of all of the sum of (i) the number of shares of common stock issued to selling stockholders in the “Private Placement of Securities” described above, (ii) Selling Stockholders pursuant to the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to limitations on the exercise of any warrantsPurchase Agreement. The fourth column assumes the sale of all of the shares offered by the selling stockholders Selling Stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder may not exercise the pre-funded warrants and warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercisedProspectus. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders Selling Stockholders may sell all, some some, or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMAB THEMAVEN, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharma, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.Questionnaire

SELLING STOCKHOLDERS. The common stock Securities being offered by the selling stockholders are those previously issued to the selling stockholdersstockholders pursuant to that certain Share Purchase Agreement, dated as of December 27, 2022 by and those issuable to among us and the selling stockholders, upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants and warrants, see “Private Placement of Securities” above. We are registering the shares of common stock these Securities in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securities, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock Securities by each of the selling stockholders. The second column lists the number of shares of common stock the Securities beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants and warrants and any other rights to purchase our common stock, as of ________, 2022, assuming exercise of any pre-funded warrants, warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercisesSecurities. The amounts listed in the third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) and fourth columns reflect the number of shares being offered by each selling stockholder and the number of common stock issued shares remaining following the sale of such shares, respectively. The amounts listed do not assume sales by any other selling stockholder and are subject to selling stockholders in the “Private Placement of Securities” described above, (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to limitations on the exercise of any warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to that may be resold under this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder may not exercise the pre-funded warrants and warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares Securities in this offering. See “Plan of Distribution.” Name of [Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock Table to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Included] Annex C FIRST WAVE BIOPHARMA, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharma, Inc., a Delaware corporation (the “Company”), Securities understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) SEC a registration statement (the “Registration Statement”) Statement for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”)amended, of the Registrable Securities, Securities in accordance with the terms of the a Registration Rights Agreement Agreement, dated [•], 2023 (the “Registration Rights Agreement”) to which this document is annexed), among the Company and the Holders named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms used but not otherwise defined herein shall have the meanings meaning ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a beneficial owner of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Any beneficial owner of Registrable Securities wishing to include its Registrable Securities in the Registration Statement must deliver to the Company a properly completed and signed Notice and Questionnaire. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholdersSelling Stockholders, and those issuable to the selling stockholdersSelling Stockholders, upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants stock and warrants, see “Private Placement of SecuritiesCommon Shares and Warrants” above. We are registering the offer and resale of the shares of common stock in order to permit the selling stockholders Selling Stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesthe shares of common stock and the warrants, the selling stockholders Selling Stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders Selling Stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholdersSelling Stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholderSelling Stockholder, based on its ownership of the shares of common stock, pre-funded warrants stock and warrants and any other rights to purchase our common stockwarrants, as of ________, 20222023, assuming exercise of any pre-funded warrants, the warrants or other rights held by the selling stockholders Selling Stockholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholdersSelling Stockholders. In accordance with the terms of a registration rights agreement with the selling stockholdersSelling Stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to selling stockholders the Selling Stockholders in the “Private Placement of SecuritiesCommon Shares and Warrants” described above, above and (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of any the warrants. The fourth column assumes reflects the number of shares of common stock beneficially owned by each Selling Stockholder, assuming the sale of all of the shares offered by the selling stockholders Selling Stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder Selling Stockholders may not exercise the pre-funded warrants and warrants to the extent such exercise would cause such selling shareholderSelling Stockholders, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders Selling Stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Stockholders Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMA, A-3 Annex B VYNE THERAPEUTICS INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock Common Stock (the “Registrable Securities”) of First Wave BioPharma, VYNE Therapeutics Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the resale of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement Agreement, dated as of October 27, 2023 to which the Company and the undersigned are parties (the “Registration Rights Agreement”) to which this document is annexed). A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders are those previously issued to the selling stockholders, Selling Stockholders and those issuable to the selling stockholders, Selling Stockholders upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants stock and the warrants, see “"Private Placement of Securities” Common Stock and Warrants" above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesthe shares of common stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholdershareholder, based on its ownership of the shares of common stock, pre-funded warrants stock and warrants and any other rights to purchase our common stockthe warrants, as of ________, 20222007, assuming exercise of any pre-funded warrants, the warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercisesexercise. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement agreements with the selling stockholdersholders of the shares of common stock and the warrants, this prospectus generally covers the resale of at least the sum of (i) the number of shares of common stock issued to selling stockholders in the “Private Placement of Securities” described above, and (ii) 150% of the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants issued and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such the outstanding warrants were exercised exercised, as applicable, in full full, as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to limitations on the exercise of any warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder stockholder may not exercise the pre-funded warrants and warrants warrants, to the extent such exercise would cause such selling shareholderstockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding shares of common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " Name of Selling Stockholder Number of shares Shares of Common Stock Owned Prior to Offering Maximum Number of shares Shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares Shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMA, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharma, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.Offering

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders Selling Stockholders are those shares previously issued to the selling stockholdersSelling Stockholders, and those issuable to the selling stockholdersSelling Stockholders, upon conversion of the notes and exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants notes and warrants, see “Private Placement Placements of SecuritiesShares of Common Stock, Notes and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders Selling Stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesthe shares of common stock, notes and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately below, the selling stockholders Selling Stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders Selling Stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholdersSelling Stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholderSelling Stockholder, based on its ownership of the shares of common stock, pre-funded warrants notes and warrants and any other rights to purchase our common stockwarrants, as of ________, 20222023, assuming conversion of the notes and exercise of any pre-funded warrants, the warrants or other rights held by the selling stockholders Selling Stockholders on that date, in each case without regard to any limitations on exercisesconversion or exercise. The third column lists the shares of common stock being offered by this prospectus by the selling stockholdersSelling Stockholders. In accordance with the terms of a registration rights agreement agreements with the selling stockholdersSelling Stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to selling stockholders the Selling Stockholders in the “Private Placement Placements of SecuritiesShares of Common Stock, Notes and Warrants” described above, above and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such the notes and the outstanding warrants were converted into common stock or exercised in full full, respectively, as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on conversion of the notes or the exercise of any the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders Selling Stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder Selling Stockholder may not exercise the pre-funded warrants and warrants to the extent such exercise would cause result in such selling shareholderSelling Stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders Selling Stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMA, INC. COMPANY Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharma, Eterna Therapeutics Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders Holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants and warrants, see “Private Placement of SecuritiesCommon Stock” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesshares of common stock issued as part of the private placement, or as otherwise noted in the footnotes to the table below, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants and warrants and any other rights to purchase our common stock, as of ________, 2022, assuming exercise of any pre-funded warrants, warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercises2021. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling stockholders in the “Private Placement of Securities” described above, (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to limitations on the exercise of any warrantsprivate placement. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder may not exercise the pre-funded warrants and warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMAPROCESSA PHARMACEUTICALs, INCinc. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharmaProcessa Pharmaceuticals, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants and warrantsstock being registered for resale in this registration statement, see “Private Placement of SecuritiesShares of Common Stock” and “Business Combination of [•] and [•]” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securities, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants and warrants and any other rights to purchase our common stock, as of ________, 2022, assuming exercise of any pre-funded warrants, warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) The fourth column reflects the number of shares of common stock issued to beneficially owned by each selling stockholders in the “Private Placement of Securities” described abovestockholder, (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to limitations on the exercise of any warrants. The fourth column assumes assuming the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder may not exercise the pre-funded warrants and warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMA, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock Registrable Securities (as such term is defined in the “Registrable Securities”Registration Rights Agreement) of First Wave BioPharmaDisc Medicine, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) Statement for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement dated as of December 28, 2022 to which the Company and the undersigned are parties (the “Registration Rights Agreement”) to which this document is annexed). A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon conversion of preferred stock or the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, pre-funded preferred stock and warrants and common stock issued and issuable upon conversion of the preferred stock and the exercise of the warrants, see “Private Placement of SecuritiesShares of Preferred Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securities, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of preferred stock, common stock, pre-funded warrants and warrants and any other rights to purchase our common stock, as of ________, 2022, assuming exercise of any pre-funded warrants, warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercises, and further assuming conversion in full of the preferred stock. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to selling stockholders and issuable upon conversion of the preferred stock and the exercise of the warrants issued in the “Private Placement of SecuritiesShares of Preferred Stock and Warrants” described above, (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard giving effect to limitations on any beneficial ownership limitation contained in the exercise of any preferred stock or the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder may not exercise the pre-funded warrants and warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMA, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharma, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants stock and warrants, see “Private Placement of SecuritiesShares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesthe shares of common stock and the warrants and for the selling stockholders whose other relationships are provided in “Certain Relationships and Related Party Transactions”1, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants [prefunded warrants] and warrants and any other rights to purchase our common stockwarrants, as of ________, 20222023, assuming exercise of any pre-funded warrants, the warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement Registration Rights Agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling stockholders in the “Private Placement of SecuritiesShares of Common Stock and Warrants” described above, above and (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded related warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related [or prefunded warrants], in the case of the pre-funded warrants and warrants determined as if such the outstanding warrants [or prefunded warrants] were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreementRegistration Rights Agreement, without regard to any limitations on the exercise of any the warrants [or prefunded warrants]. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants [and prefunded warrants], a selling shareholder stockholder may not exercise the pre-funded warrants and warrants [or prefunded warrants, as applicable,] to the extent such exercise would cause such selling shareholderstockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, [19.99]% of the number of shares of our then outstanding common stock outstanding following such exercise, excluding exercise (for purposes of such determination the denominator, immediately after giving effect to the issuance of shares of common stock issuable to be issued upon the applicable exercise of such pre-funded warrants and warrants which have not been exercisedwarrant [or prefunded warrant]). The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” 1 Note: To add based on questionnaire, given existing share ownership and board representation of certain selling stockholders. Name of Selling Stockholder Number of shares Shares of Common Stock Owned Prior to Offering Maximum Number of shares Shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage Shares of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMA, HARPOON THERAPEUTICS INC. Selling Stockholder Notice and Questionnaire SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE The undersigned beneficial owner of shares of common stock, [prefunded warrants] and warrants exercisable into common stock (collectively, the “Registrable Securities”) of First Wave BioPharma, Harpoon Therapeutics Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The selling stockholders may offer and sell, from time to time, any or all of the shares of common stock being offered for resale by the selling stockholders are those previously issued this prospectus, which consists of: ● up to the selling stockholders, and those [●] shares of common stock; ● up to [●] shares of common stock issuable to the selling stockholders, upon the exercise of the warrants and pre-funded warrants; and ● up to [●] shares of common stock issuable upon exercise of the common warrants. For additional information regarding the issuances issuance of those shares of common stock, pre-funded warrants and warrantsthese securities, see the section titled “Private Placement of SecuritiesShares of Common Stock and Warrants.” above. We are registering Except for the ownership of the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesand warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists As used in this prospectus, the term “selling stockholders” includes the selling stockholders and other information regarding listed in the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholdertable below, based on its ownership of the shares of common stock, pre-funded warrants and warrants and together with any other rights to purchase our common stock, as of ________, 2022, assuming exercise of any pre-funded warrants, warrants or other rights held by the additional selling stockholders on listed in a subsequent amendment to this prospectus, and their donees, pledgees, assignees, transferees, distributees and successors-in-interest that date, without regard to receive shares in any limitations on exercises. The third column lists non-sale transfer after the shares date of common stock being offered by this prospectus by the selling stockholdersprospectus. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling stockholders in the “Private Placement of Securities” described above, (ii) and the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of any such warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrantscommon warrants held by selling stockholders, a selling shareholder stockholder may not exercise the pre-funded warrants and any such warrants to the extent such exercise would cause such selling shareholderstockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding shares common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercised. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders as of June 30, 2023, assuming the full exercise of the warrants held by the selling stockholders on that date, without regard to any limitations on exercises. The following table also provides the number of shares in of common stock that may be sold by each selling stockholder under this prospectus and that each selling stockholder will beneficially own assuming all the second and fourth columns do not reflect shares of common stock that may be offered pursuant to this limitationprospectus are sold. The Because each selling shareholders stockholder may sell dispose of all, none or some or none portion of their shares in of common stock, no estimate can be given as to the number of shares of common stock that will be beneficially owned by a selling stockholder upon termination of this offering. For purposes of the table below; however, we have assumed that after termination of this offering none of the shares of common stock covered by this prospectus will be beneficially owned by the selling stockholders and further assumed that the selling stockholders will not acquire beneficial ownership of any additional securities during the offering. In addition, the selling stockholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, our securities in transactions exempt from the registration requirements of the Securities Act after the date on which the information in the table is presented. See the section titled “Plan of Distribution.” Beneficial Ownership Prior to This Offering Number of Shares Being Beneficial Ownership After this Offering Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Shares % Offered Shares % Annex C FIRST WAVE BIOPHARMAACELRX PHARMACEUTICALS, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharmaAcelRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which the undersigned is a party and to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of the Registrable Securities pursuant to the Registration Statement, you will be required to be named as a selling securityholder in the prospectus included in the Registration Statement and one or more supplements thereto (as so supplemented, the “Prospectus”), and deliver the Prospectus to purchasers of the Registrable Securities (including pursuant to Rule 172 under the Securities Act). Therefore, you must complete and deliver this questionnaire (the “Questionnaire”) in order to be named as a selling securityholder in the Prospectus. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectusProspectus. Please keep in mind that, throughout the Questionnaire, the “Company” and “we” refer to AcelRx Pharmaceuticals, Inc., and “you” and “the undersigned” refer to you or the entity on whose behalf you are completing this Questionnaire. Capitalized terms used but not defined herein have the meanings given to them in the Merger Agreement. Please complete and return one copy of this Questionnaire to [●] ([●]@xxxxxx.xxx) of Xxxxxx LLP.

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders Selling Stockholders are those shares previously issued to the selling stockholdersSelling Stockholders, and those issuable to the selling stockholdersSelling Stockholders, upon conversion of the notes and exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants notes and warrants, see “Private Placement Placements of SecuritiesShares of Common Stock, Notes and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders Selling Stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesthe shares of common stock, notes and the warrants and as otherwise disclosed in the footnotes to the table that follows immediately below, the selling stockholders Selling Stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders Selling Stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholdersSelling Stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholderSelling Stockholder, based on its ownership of the shares of common stock, pre-funded warrants notes and warrants and any other rights to purchase our common stockwarrants, as of ________, 20222023, assuming conversion of the notes and exercise of any pre-funded warrants, the warrants or other rights held by the selling stockholders Selling Stockholders on that date, in each case without regard to any limitations on exercisesconversion or exercise. The third column lists the shares of common stock being offered by this prospectus by the selling stockholdersSelling Stockholders. In accordance with the terms of a registration rights agreement agreements with the selling stockholdersSelling Stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to selling stockholders the Selling Stockholders in the “Private Placement Placements of SecuritiesShares of Common Stock, Notes and Warrants” described above, above and (ii) the maximum number of shares of common stock issuable upon conversion of the notes and exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such the notes and the outstanding warrants were converted into common stock or exercised in full full, respectively, as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, in each case without regard to any limitations on conversion of the notes or the exercise of any the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders Selling Stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder Selling Stockholder may not exercise the pre-funded warrants and warrants to the extent such exercise would cause result in such selling shareholderSelling Stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders Selling Stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMA, INC. COMPANY Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharma, Eterna Therapeutics Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders Holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders shareholders are those previously issued to the selling stockholdersshareholders, and those issuable to the selling stockholdersshareholders, upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants stock and warrants, see “"Private Placement of Securities” Common Shares" above. We are registering the shares of common stock in order to permit the selling stockholders shareholders to offer the shares for resale from time to time. Except for [Description of the ownership of our securities, relationship between any selling shareholders and the selling stockholders have not had any material relationship with us within the past three years. Company to be provided.] The table below lists the selling stockholders shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholdersshareholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholdershareholder, based on its ownership of the shares of common stock, pre-funded warrants and warrants and any other rights to purchase our common stock, as of ________, 20222018, assuming exercise of any pre-funded warrants, the warrants or other rights held by the selling stockholders shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholdersshareholders. In accordance with the terms of a registration rights agreement with the selling stockholdersshareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling stockholders shareholders in the “Private Placement of Securities” described above, (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to limitations on the exercise of any warrants__________________. The fourth column assumes the sale of all of the shares offered by the selling stockholders shareholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder may not exercise the pre-funded warrants and warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " Name of Selling Stockholder Number of shares Shares of Common Stock Beneficially Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares Shares of Common Stock Beneficially Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMAEXHIBIT 4 Selling Stockholder Questionnaire [attached hereto] FORM OF SELLING SECURITYHOLDER QUESTIONNAIRE CELLULAR BIOMEDICINE GROUP, INC. Selling Stockholder Notice 19000 XXXXXXX XXXXX XXXX., XXXXX 000 XXXXXXXXX XX 00000 Ladies and Questionnaire Gentlemen: The undersigned beneficial owner of common stock (the “Registrable SecuritiesSelling Securityholder”) of First Wave BioPharmasecurities of Cellular Biomedicine Group, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1/S-3 (the “Registration Statement”) ). The Registration Statement registers for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), the securities the Selling Securityholder beneficially owns that are disclosed in response to Question 5(b) of this Questionnaire (the “Registrable Securities, ”). The Company will use the information that the undersigned provides in accordance with this Questionnaire to ensure the terms accuracy of the Registration Rights Agreement (Statement and the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreementrelated prospectus. Certain legal consequences arise from being named as a selling stockholder securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities securities to be registered under the Registration Statement are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder securityholder in the Registration Statement and the related prospectus.. The undersigned Selling Securityholder acknowledges that by completing, dating, executing and returning this Questionnaire to the Company, the Selling Securityholder is giving written notice to the Company of its desire to have the Registrable Securities disclosed in response to Question 5(b) of this Questionnaire included in the Registration Statement. Please answer every question. If the answer to any question is “none” or “not applicable,” please so state. Name. Type or print the full legal name of the Selling Securityholder. __________________________________________________________________

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders Selling Stockholders are those previously issued to the selling stockholdersSelling Stockholders, and those issuable to the selling stockholdersSelling Stockholders, upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants stock and warrants, see “Private Placement of SecuritiesShares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders Selling Stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesthe shares of common stock and the warrants, the selling stockholders Selling Stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders Selling Stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholdersSelling Stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholderSelling Stockholder, based on its ownership of the shares of common stock, pre-funded warrants stock and warrants and any other rights to purchase our common stockwarrants, as of ________[·], 20222019, assuming exercise of any pre-funded warrants, the warrants or other rights held by the selling stockholders Selling Stockholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholdersSelling Stockholders, assuming exercise of the warrants held by the Selling Stockholders on [·], 2019, without regard to any limitations on exercises. In accordance with the terms of a registration rights agreement with the selling stockholdersRegistration Rights Agreement, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to selling stockholders the Selling Stockholders in the “Private Placement of Securities” described above, above and (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such the outstanding warrants were exercised in full as of the trading day immediately preceding the date this the registration statement of which this prospectus forms as part was initially filed with the SEC, each, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreementRegistration Rights Agreement, without regard to any limitations on the exercise of any the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders Selling Stockholders pursuant to this prospectus, assuming exercise of the warrants held by the Selling Stockholders on [·], 2019, without regard to any limitations on exercises, and that the Selling Stockholders do not acquire any additional shares. Information in the table below, with respect to beneficial ownership, has been furnished by the Selling Stockholders. Under the terms of the pre-funded warrants and warrants, a selling shareholder Selling Stockholder may not exercise the pre-funded warrants and warrants to the extent such exercise would cause such selling shareholderSelling Stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, % of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and the warrants which have not been exercised. The number of shares in the second and fourth columns do [second] column does not reflect this limitation. Information concerning the Selling Stockholders may change from time to time and any changed information will be set forth in supplements to this prospectus, if and when necessary. The selling shareholders Selling Stockholders may sell all, some or none of their shares in this offering. We cannot advise you as to whether the Selling Stockholders will in fact sell any or all of such shares. In addition, the Selling Stockholders listed in the table below may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, shares in transactions exempt from the registration requirements of the Securities Act, after the date on which they provided the information set forth in the table below. See “Plan of Distribution.” To our knowledge, each person named in the table has sole voting and investment power with respect to all of the securities shown as beneficially owned by such person, except as otherwise set forth in the notes to the table. The number of securities shown represents the number of securities the person “beneficially owns,” as determined by the rules of the SEC. The SEC has defined “beneficial” ownership of a security to mean the possession, directly or indirectly, of voting power and/or investment power. A security holder is also deemed to be, as of any date, the beneficial owner of all securities that such security holder has the right to acquire within 60 days after that date through (1) the exercise of any option, warrant or right, (2) the conversion of a security, (3) the power to revoke a trust, discretionary account or similar arrangement, or (4) the automatic termination of a trust, discretionary account or similar arrangement. The percentages in the table below reflect beneficial ownership immediately prior to the date of this prospectus and immediately after the resale of all shares subject to resale pursuant to this prospectus as determined in accordance with Rule 13d-3 under the Exchange Act and are based on [·] shares of our common stock outstanding as of the date of this prospectus. Name of Selling Stockholder Number of shares Shares of Common Stock Owned Prior to Offering Maximum Number of shares Shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage Shares of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMAIDEAL POWER, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharma, Ideal Power Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, stockholders upon conversion of the preferred shares and exercise of the warrants and pre-funded warrants. For additional information regarding the issuances issuance of those the preferred shares of common stock, pre-funded warrants and the warrants, see “Private Placement of SecuritiesPreferred Shares and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesthe preferred shares and the warrants issued pursuant to the Securities Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock held by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each the selling stockholderstockholders, based on its their respective ownership of the shares of common stock, pre-funded warrants preferred shares and warrants and any other rights to purchase our common stockwarrants, as of ________, 20222023, assuming conversion of the preferred shares and exercise of any pre-funded warrants, the warrants or other rights held by the each such selling stockholders stockholder on that date, without regard to date but taking account of any limitations on exercisesconversion and exercise set forth therein. The third column lists the shares of common stock being offered by this prospectus by the selling stockholdersstockholders and does not take in account any limitations on (i) conversion of the preferred shares set forth therein or (ii) exercise of the warrants set forth therein. In accordance with the terms of a registration rights agreement with the selling stockholdersholders of the preferred shares and the warrants, this prospectus generally covers the resale of the sum of (i) the maximum number of shares of common stock issued or issuable pursuant to selling stockholders in the “Private Placement of Securities” described above, preferred shares and (ii) the maximum number of shares of common stock issued or issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants each case, determined as if such the outstanding preferred shares and warrants were converted or exercised (as the case may be) in full (without regard to any limitations on conversion or exercise contained therein solely for the purpose of such calculation) at the floor price or exercise price (as the case may be) calculated as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, as . Because the conversion price of the trading day immediately preceding the applicable date of determination preferred shares and all subject to adjustment as provided in the registration right agreement, without regard to limitations on the exercise price of any warrantsthe warrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants preferred shares and the warrants, a selling shareholder stockholder may not convert the preferred shares or exercise the pre-funded warrants and warrants to the extent such exercise would cause (but only to the extent) such selling shareholder, together with stockholder or any of its affiliates and attribution parties, to would beneficially own a number of shares of our shares of common stock which would exceed 4.99% or 9.99%, as applicable, [4.99][9.99]% of our then the outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercisedthe Company. The number of shares in the second and fourth columns do not reflect this limitationcolumn reflects these limitations. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock of Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMA, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock [LEAD INVESTOR] (the “Registrable Securities”1) of First Wave BioPharma, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.[OTHER BUYERS]

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants stock and warrants, see “Private Placement of SecuritiesShares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesthe shares of common stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants stock and warrants and any other rights to purchase our common stockwarrants, as of ________, 20222024, assuming exercise of any pre-funded warrants, the warrants or other rights held by the selling stockholders stockholder on that date, without regard to any limitations on exercisesexercise. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) sum of the number of shares of common stock issued to the selling stockholders in the “Private Placement of SecuritiesShares of Common Stock and Warrants” described above, above and (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of any the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder stockholder may not exercise the pre-funded warrants and warrants to the extent such exercise would cause such selling shareholderstockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering ACTIVE/126986318.4 Annex C FIRST WAVE BIOPHARMA, CELULARITY INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of First Wave BioPharma, Celularity Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Investor Rights Agreement (the “Registration Investor Rights Agreement”) to which this document is annexed. A copy of the Registration Investor Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Investor Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock shares of Common Stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon the exercise conversion of the warrants and pre-funded warrantsconvertible debenture. For additional information regarding the issuances issuance of those shares of common stock, pre-funded warrants and warrantsthe convertible debenture, see “Private Placement of Securities” Convertible Debentures above. We are registering the shares of common stock Common Stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except as otherwise noted and except for the ownership of our securitiesthe convertible debenture issued pursuant to the Securities Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants and warrants and any other rights to purchase our common stockconvertible debentures, as of of_________________, 2022200_, assuming exercise conversion of any pre-funded warrants, warrants or other rights all the convertible debenture held by the selling stockholders on that date, without regard to any limitations on exercisesconversions or exercise. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number of at least______________ shares of common stock issued or issuable to the selling stockholders in pursuant to the “Private Placement Securities Purchase Agreement. Because the conversion price of Securities” described abovethe convertible debenture may be adjusted, (ii) the maximum number of shares of common stock issuable upon exercise of that will actually be issued may be more or less than the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such outstanding warrants were exercised in full as of the trading day immediately preceding the date being offered by this registration statement was initially filed with the SEC, each, as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to limitations on the exercise of any warrantsprospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrantsconvertible debenture, a selling shareholder stockholder may not exercise convert the pre-funded warrants and warrants convertible debenture to the extent such conversion or exercise would cause such selling shareholderstockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock shares of Common Stock following such conversion or exercise, excluding for purposes of such determination shares of common stock Common Stock issuable upon exercise conversion of such pre-funded warrants and warrants the convertible debentures which have not been exercisedconverted. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMA, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharma, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants and warrantsstock being registered for resale in this registration statement, see “Private Placement of SecuritiesShares of Common Stock” and “Business Combination of Korro Bio, Inc. and Frequency Therapeutics, Inc.” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securities, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants and warrants and any other rights to purchase our common stock, as of ________, 2022, assuming exercise of any pre-funded warrants, warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercises2023. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) The fourth column reflects the number of shares of common stock issued to beneficially owned by each selling stockholders in the “Private Placement of Securities” described abovestockholder, (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to limitations on the exercise of any warrants. The fourth column assumes assuming the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder may not exercise the pre-funded warrants and warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C-1 Annex C FIRST WAVE BIOPHARMA, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock Registrable Securities (as such term is defined in the “Registrable Securities”Registration Rights Agreement) of First Wave BioPharmaKorro Bio, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) Statement for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement dated as of July 14, 2023 to which the Company and the undersigned are parties (the “Registration Rights Agreement”) to which this document is annexed). A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants stock and warrants, see “Private Placement of SecuritiesShares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesthe shares of common stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholdershareholder, based on its ownership of the shares of common stock, pre-funded warrants stock and warrants and any other rights to purchase our common stockwarrants, as of ________, 20222023, assuming exercise of any pre-funded warrants, the warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling stockholders in the “Private Placement of SecuritiesShares of Common Stock and Warrants” described above, above and (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of any the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrantsother warrants held by selling stockholders, a selling shareholder may not exercise the pre-funded warrants and any such warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " Name of Selling Stockholder Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering 18 Annex C FIRST WAVE BIOPHARMAGROM SOCIAL ENTERPRISES, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharma, Grom Social Enterprises Inc., a Delaware Florida corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock shares of Common Stock being offered by the selling stockholders are those previously issued to issuable upon conversion of the selling stockholders, convertible debentures and those issuable to the selling stockholders, upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances issuance of those shares of common stock, pre-funded warrants convertible notes and warrants, see “Private Placement of SecuritiesConvertible Debentures and Warrants” above. We are registering the shares of common stock Common Stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except as otherwise notes and except for the ownership of our securitiesthe convertible Debentures and the warrants issued pursuant to the Securities Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants convertible debentures and warrants and any other rights to purchase our common stockwarrants, as of ________, 2022200 , assuming conversion of all convertible debentures and exercise of any pre-funded warrants, the warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercisesconversions or exercise. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of at least (i) 300% of the number of shares of common stock Conversion Shares issued and issuable pursuant to selling stockholders in the “Private Placement of Securities” described above, (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such outstanding warrants were exercised in full convertible debentures as of the trading day immediately preceding the date this the registration statement was is initially filed with the SEC, each, and (ii) 100% of the number of warrant shares issued and issuable pursuant to the warrants as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to limitations on statement is initially filed with the SEC. Because the conversion price of the convertible debentures and the exercise price of any warrantsthe warrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants convertible debentures and the warrants, a selling shareholder stockholder may not convert the convertible debentures or exercise the pre-funded warrants and warrants to the extent such conversion or exercise would cause such selling shareholderstockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock shares of Common Stock following such conversion or exercise, excluding for purposes of such determination shares of common stock Common Stock issuable upon conversion of the convertible debentures which have not been converted and upon exercise of such pre-funded warrants and the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares of Common Stock Shares Owned Prior to Offering Maximum Number of shares of Common Stock Shares to be Sold Pursuant to this Prospectus Number of shares of Common Stock Shares Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMACornell Capital Partners, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock L.P. (the “Registrable Securities”) of First Wave BioPharma, Inc., a Delaware corporation (the “Company”1), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, stockholders upon conversion of the notes and exercise of the warrants and pre-funded warrants. For additional information regarding the issuances issuance of those shares of common stock, pre-funded warrants the notes and the warrants, see “Private Placement of SecuritiesNotes” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the notes and the warrants issued pursuant to and in connection with the Securities Purchase Agreement, and our securities, engagement of MDB Capital Group LLC as a placement agent for the private placement and our engagement of an affiliate of MDB Capital Group LLC as a consultant in respect of our patents and intellectual property the selling stockholders have not had any material relationship with us within the past three years. [Adjust as necessary, according to the facts.] The table below lists the selling stockholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock held by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each the selling stockholderstockholders, based on its their respective ownership of the shares of common stock, pre-funded warrants notes and warrants and any other rights to purchase our common stockwarrants, as of ________, 202220 , assuming conversion of the notes and exercise of any pre-funded warrants, the warrants or other rights held by the each such selling stockholders stockholder on that date, without regard to date but taking account of any limitations on exercisesconversion and exercise set forth therein. The third column lists the shares of common stock being offered by this prospectus by the selling stockholdersstockholders and does not take into account any limitations on (i) conversion of the notes set forth therein or (ii) exercise of the warrants set forth therein. In accordance with the terms of a registration rights agreement with the selling stockholdersholders of the notes and the warrants, this prospectus generally covers the resale of [133%] of the sum of (i) the maximum number of shares of common stock issued to selling stockholders in issuable upon conversion of the “Private Placement of Securities” described above, notes and (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants each case, determined as if such the outstanding notes and warrants were converted or exercised (as the case may be) in full (without regard to any limitations on conversion or exercise contained therein) as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, as . Because the conversion price of the trading day immediately preceding the applicable date of determination notes and all subject to adjustment as provided in the registration right agreement, without regard to limitations on the exercise price of any warrantsthe warrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrantsnotes, a selling shareholder stockholder may not exercise convert the pre-funded warrants and warrants notes to the extent such exercise would cause (but only to the extent) such selling shareholder, together with stockholder or any of its affiliates and attribution parties, to would beneficially own a number of shares of our common stock which would exceed 4.99% or 9.994.9%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitationcolumn reflects these limitations. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMA, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharma, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants stock and warrants, see “Private Placement of SecuritiesShares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesthe shares of common stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants stock and warrants and any other rights to purchase our common stockwarrants, as of ________, 2022, assuming exercise of any pre-funded warrants, the warrants or other rights held by the selling stockholders stockholder on that date, without regard to any limitations on exercisesexercise. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) sum of the number of shares of common stock issued to the selling stockholders in the “Private Placement of SecuritiesShares of Common Stock and Warrants” described above, above and (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of any the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder stockholder may not exercise the pre-funded warrants and warrants to the extent such exercise would cause such selling shareholderstockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMA, CONNEXA SPORTS TECHNOLOGIES INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of First Wave BioPharma, Connexa Sports Technologies Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock shares of Common Stock being offered by the selling stockholders are those previously issued to issuable upon conversion of the selling stockholders, convertible debentures and those issuable to the selling stockholders, upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances issuance of those shares of common stock, pre-funded warrants convertible notes and warrants, see “Private Placement of SecuritiesConvertible Debentures and Warrants” above. We are registering the shares of common stock Common Stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except as otherwise notes and except for the ownership of our securitiesthe convertible Debentures and the warrants issued pursuant to the Securities Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants convertible debentures and warrants and any other rights to purchase our common stockwarrants, as of ________, 2022200_, assuming conversion of all convertible debentures and exercise of any pre-funded warrants, the warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercisesconversions or exercise. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of at least (i) 300% of the number of shares of common stock Conversion Shares issued and issuable pursuant to selling stockholders in the “Private Placement of Securities” described above, (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such outstanding warrants were exercised in full convertible debentures as of the trading day immediately preceding the date this the registration statement was is initially filed with the SEC, each, and (ii) 100% of the number of warrant shares issued and issuable pursuant to the warrants as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to limitations on statement is initially filed with the SEC. Because the conversion price of the convertible debentures and the exercise price of any warrantsthe warrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants convertible debentures and the warrants, a selling shareholder stockholder may not convert the convertible debentures or exercise the pre-funded warrants and warrants to the extent such conversion or exercise would cause such selling shareholderstockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock shares of Common Stock following such conversion or exercise, excluding for purposes of such determination shares of common stock Common Stock issuable upon conversion of the convertible debentures which have not been converted and upon exercise of such pre-funded warrants and the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " Name of Selling Stockholder Number of shares of Common Stock Shares Owned Prior to Offering Maximum Number of shares of Common Stock Shares to be Sold Pursuant to this Prospectus Number of shares of Common Stock Shares Owned After Offering Percentage YA Global Investments, L.P. (1) (1) YA Global Investments, L.P. is a Cayman Island exempt limited partnership. Cornell is managed by Yorkville Advisors, LLC. Investment decisions for Yorkville Advisors are made by Mxxx Xxxxxx, its portfolio manager. Plan of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMA, INC. Distribution Each Selling Stockholder Notice (the “Selling Stockholders”) of the common stock and Questionnaire The undersigned beneficial owner any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock (on the “Registrable Securities”) OTCBB or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of First Wave BioPharma, Inc., the following methods when selling shares: · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a Delaware corporation (portion of the “Company”), understands that block as principal to facilitate the Company has filed or intends to file transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the Securities and Exchange Commission (rules of the “Commission”) applicable exchange; · privately negotiated transactions; · broker-dealers may agree with the Selling Stockholders to sell a registration statement (specified number of such shares at a stipulated price per share; · through the “Registration Statement”) for the registration and resale writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; · a combination of any such methods of sale; or · any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares under Rule 415 of 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with NASDR Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASDR IM-2440. In connection with the sale of the Registrable Securitiescommon stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in accordance the aggregate, would exceed eight percent (8%). The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the terms proposed sale of the resale shares by the Selling Stockholders. We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholders without registration and without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). EXHIBIT B OTHER DISCLOSURES See attachment provided separately. 4 EXHIBIT C FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Attention: Re: PACER HEALTH CORPORATION Ladies and Gentlemen: We are counsel to Pacer Health Corporation, a Florida corporation (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) entered into by and among the Company and the Buyers named therein (collectively, the “Buyers”) pursuant to which the Company issued to the Buyers shares of its Common Stock, par value $0.0001 per share (the “Common Stock”). Pursuant to the Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Buyers (the “Registration Rights Agreement”) pursuant to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at agreed, among other things, to register the address set forth below. All capitalized terms not otherwise Registrable Securities (as defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement) under the Securities Act of 1933, as amended (the “Securities Act”). Certain legal consequences arise from being named In connection with the Company’s obligations under the Registration Rights Agreement, on ____________ ____, the Company filed a Registration Statement on Form ________ (File No. 333-_____________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names each of the Buyers as a selling stockholder in there under. In connection with the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the Securities Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised available for resale under the Securities Act pursuant to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.Statement. Very truly yours, [Law Firm] By: cc: YA Global Investments, L.P.

SELLING STOCKHOLDERS. The common stock shares of Common Stock being offered by the selling stockholders are those previously issued to issuable upon conversion of the selling stockholders, convertible debentures and those issuable to the selling stockholders, upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances issuance of those shares of common stock, pre-funded warrants convertible notes and warrants, see “Private Placement of SecuritiesConvertible Debentures and Warrants” above. We are registering the shares of common stock Common Stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except as otherwise notes and except for the ownership of our securitiesthe convertible Debentures and the warrants issued pursuant to the Securities Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants convertible debentures and warrants and any other rights to purchase our common stockwarrants, as of ________, 2022200 , assuming conversion of all convertible debentures and exercise of any pre-funded warrants, the warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercisesconversions or exercise. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of at least (i) nineteen and ninety-nine one hundredths percent (19.99%) if such initial Registration Statement is filed prior to obtaining shareholder approval, on or before November 30, 2007 to issue shares of the Company’s Common Stock in excess of nineteen and ninety-nine one hundredths percent (19.99%) or if such initial Registration Statement is filed after obtaining shareholder approval on or before November 30, 2007 than in an amount equal to thirty three percent (33%) of the outstanding shares of the Company’s Common Stock excluding “insiders” as of the date the initial Registration Statement or any Subsequent Registration Statement, issued or to be issued upon conversion of the Convertible Debentures (“Conversion Shares”) and (ii) 100% of the number of warrant shares of common stock issued and issuable pursuant to selling stockholders in the “Private Placement of Securities” described above, (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such outstanding warrants were exercised in full as of the trading day immediately preceding the date this the registration statement was is initially filed with the SEC, each, as . Because the conversion price of the trading day immediately preceding the applicable date of determination convertible debentures and all subject to adjustment as provided in the registration right agreement, without regard to limitations on the exercise price of any warrantsthe warrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants convertible debentures and the warrants, a selling shareholder stockholder may not convert the convertible debentures or exercise the pre-funded warrants and warrants to the extent such conversion or exercise would cause such selling shareholderstockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock shares of Common Stock following such conversion or exercise, excluding for purposes of such determination shares of common stock Common Stock issuable upon conversion of the convertible debentures which have not been converted and upon exercise of such pre-funded warrants and the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares Shares Number of Common Stock Shares Owned to be Sold Pursuant to this Prospectus Number of shares Shares Owned Name of Common Stock Owned Selling Stockholder Prior to Offering Prospectus After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMACornell Capital Partners, INCL.P. (1) (1) Cornell Capital Partners, L.P. is a Cayman Island exempt limited partnership. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharmaCornell is managed by Yorkville Advisors, Inc.LLC. Investment decisions for Yorkville Advisors are made by Xxxx Xxxxxx, a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectusits portfolio manager.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders Selling Stockholders are those previously issued to the selling stockholdersSelling Stockholders, and those issuable to the selling stockholdersSelling Stockholders, upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants stock and warrants, see “Private Placement of SecuritiesShares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders Selling Stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesthe shares of common stock and the warrants, the selling stockholders Selling Stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders Selling Stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholdersSelling Stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholderSelling Stockholder, based on its ownership of the shares of common stock, pre-funded warrants stock and warrants and any other rights to purchase our common stockwarrants, as of ________, 2022, assuming exercise of any pre-funded warrants, the warrants or other rights held by the selling stockholders Selling Stockholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholdersSelling Stockholders. In accordance with the terms of a registration rights agreement with the selling stockholdersSelling Stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to selling stockholders the Selling Stockholders in the “Private Placement of SecuritiesShares of Common Stock and Warrants” described above, above and (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of any the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders Selling Stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder Selling Stockholders may not exercise the pre-funded warrants and warrants to the extent such exercise would cause such selling shareholderSelling Stockholders, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders Selling Stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering EXECUTION VERSION Annex C FIRST WAVE BIOPHARMA, INC. COMPANY Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharmaBrooklyn ImmunoTherapeutics, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders Holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders are those previously issued to the selling stockholders, stockholders and those issuable to the selling stockholders, stockholders upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants and warrants, see “Private Placement of SecuritiesCommon Shares and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesthe shares of common stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. [NOTE: this sentence need not be included with respect to any transferee for which the statement is not accurate.] The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholdershareholder, based on its ownership of the shares of common stock, pre-funded stock and the warrants and warrants and any other rights to purchase our common stock, as of __________ ___, 20222007, assuming exercise of any pre-funded warrants, the warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercisesexercise. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a the registration rights agreement with the selling stockholdersholders of the shares of common stock and the warrants, this prospectus generally covers the resale of the sum aggregate number of (i) shares of common stock equal to the number of shares of common stock issued to selling stockholders in and the “Private Placement of Securities” described above, (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such the outstanding warrants were exercised exercised, as applicable, in full full, in each case, as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to limitations on the exercise of any warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder stockholder may not exercise the pre-funded warrants and warrants warrants, to the extent such exercise would cause such selling shareholderstockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding shares of common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares of Common Stock Shares Owned Prior to Offering Maximum Number of shares of Common Stock Shares to be Sold Pursuant to this Prospectus Number of shares of Common Stock Shares Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMA, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharma, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.Offering

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders Selling Stockholders are those previously issued to the selling stockholders, Selling Stockholders and those issuable to the selling stockholdersSelling Stockholders, upon the exercise of the warrants and pre-funded warrantsWarrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants stock and warrants, see “Private Placement of SecuritiesCommon Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders Selling Stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesas otherwise disclosed herein, the selling stockholders Selling Stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders Selling Stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholdersSelling Stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholderSelling Stockholders, based on its ownership of the shares of common stock, pre-funded warrants stock and warrants and any other rights to purchase our common stockwarrants, as of ___________, 2022201__, assuming exercise of any pre-funded warrants, the warrants or other rights held by the selling stockholders Selling Stockholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholdersSelling Stockholders . In accordance with the terms of a registration rights agreement with the selling stockholdersSelling Stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to selling stockholders the Selling Stockholders as part of a private placement conducted by us and, in the “Private Placement case of Securities” described aboveone of the Selling Stockholders, (ii) the maximum number of shares of common stock issuable upon exercise purchased by such Selling Stockholder from an affiliate of the pre-funded warrants ours and (iiiii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of any the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders Selling Stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder may not exercise the pre-funded warrants and warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders Selling Stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering ABIO REGISTRATION RIGHTS AGREEMENT Annex C FIRST WAVE BIOPHARMAARTELO BIOSCIENCES, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharmaArtelo Biosciences, Inc., a Delaware Nevada corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon the exercise of the warrants and pre-funded warrantsWarrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants and warrantsWarrants, see “Private Placement of SecuritiesWarrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesthe Warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants and warrants and any other rights to purchase our common stockWarrants, as of ________, 20222023, assuming exercise of any pre-funded warrants, warrants that are currently exercisable or other rights held that will become exercisable by the selling stockholders on that datewithin 60 days of [ ], without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to selling stockholders in the “Private Placement of Securities” described above, (ii) the maximum number of shares of common stock issuable upon the exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrantsWarrants, in the case of the pre-funded warrants and warrants determined as if such the outstanding warrants Warrants were exercised exercised, as applicable, in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right rights agreement, without regard to any limitations on the exercise of any the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the The terms of the pre-funded warrants and warrantsWarrants provide for certain limitations on the exercise of such Warrants, including that a selling shareholder stockholder may not exercise the pre-funded warrants and warrants such Warrants, as applicable, to the extent such conversion or exercise would cause such selling shareholderstockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock which would exceed 4.999.9% or 9.99%, as applicable, of our then outstanding common stock following such conversion or such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants Warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitationany such limitations. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMA, INC. SCILEX HOLDING COMPANY Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharma, Inc., Scilex Holding Company a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants stock and warrants, see “Private Placement of SecuritiesShares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securities, the shares of common stock and the warrants [and as otherwise described under “Certain Relationships with the Selling Stockholders,” the selling stockholders have not had any material relationship with us within the past three years. .] The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants stock and warrants and any other rights to purchase our common stockwarrants, as of ________, 20222023, assuming exercise of any pre-funded warrants, the warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling stockholders in the “Private Placement of SecuritiesShares of Common Stock and Warrants” described above, above and (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of any the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder stockholder may not exercise the pre-funded warrants and warrants to the extent such exercise would cause such selling shareholderstockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99[4.99%/9.99%][or, in limited circumstances, 19.99%, as applicable, ] of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering OMM_US:80757331 OMM_US:80757331 Annex C FIRST WAVE BIOPHARMAELEDON PHARMACEUTICALS, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharmaEledon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock Common Stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants and warrantsCommon Stock, see “Private Placement of SecuritiesShares of Common Stock” above. We are registering the shares of common stock Common Stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesthe shares of Common Stocks, the selling stockholders have not had any material relationship with us within the past three years. Notwithstanding the above, a family member of the principal of the Purchaser is an officer of the Company. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock held by each of the selling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants and warrants and any other rights to purchase our common stockCommon Stock, as of ________[●], 2022, assuming exercise of any pre-funded warrants, warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercises2024. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock Common Stock issued to the selling stockholders set forth in the “Private Placement of SecuritiesShares of Common Stock” described above, (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right rights agreement, without regard to limitations on the exercise of any warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder may not exercise the pre-funded warrants and warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares Shares of Common Stock Owned Prior to Offering Maximum Number of shares Shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage Shares of Common Stock Owned After Offering Annex B - 1 Annex C FIRST WAVE BIOPHARMASAFETY SHOT, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock shares of Common Stock (the “Registrable Securities”) of First Wave BioPharmaSafety Shot, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders are those previously issued to the selling stockholders, Selling Stockholders and those issuable to the selling stockholders, Selling Stockholders upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants stock and the warrants, see “Private Placement of SecuritiesCommon Shares and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesthe shares of common stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholdershareholder, based on its ownership of the shares of common stock, pre-funded warrants stock and warrants and any other rights to purchase our common stockthe warrants, as of ________, 20222005, assuming exercise of any pre-funded warrants, the warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercisesexercise. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement agreements with the selling stockholdersholders of the shares of common stock and the warrants, this prospectus generally covers the resale of the sum that number of (i) shares of common stock equal to the number of shares of common stock issued to selling stockholders in and the “Private Placement of Securities” described above, (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such the outstanding warrants were exercised exercised, as applicable, in full full, in each case, as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to limitations on the exercise of any warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder may not exercise the pre-funded warrants and warrants warrants, to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding shares of common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Maximum Number of Number of Shares Shares to be Sold Number of Shares Owned Prior to Pursuant to this Owned After Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Shareholder Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMA, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharma, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.[Footnotes]

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants and warrants, see “Private Placement of Securities” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesshares of common stock issued pursuant to that certain Membership Interest and Asset Purchase Agreement dated March 8, 2021 between us, Avast plc, AVG Technologies USA, LLC and Location Labs, LLC (the “Purchase Agreement”), as otherwise contemplated in the Purchase Agreement, or as otherwise noted in footnotes to the table below, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants and warrants and any other rights to purchase our common stock, as of ________, 2022, assuming exercise of any pre-funded warrants, warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercises202__. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling stockholders in under the “Private Placement of Securities” described above, (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to limitations on the exercise of any warrantsPurchase Agreement. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder may not exercise the pre-funded warrants and warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMAB XXXXX MICRO SOFTWARE, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharmaXxxxx Micro Software, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered This prospectus relates to the offer and sale by the selling stockholders are those previously Selling Stockholders of up to [•] shares of our common stock[, including [•] Shares and [•] Warrant Shares already issued to the selling stockholders, Selling Stockholders and those [•] Shares and [•] Warrant Shares issuable to the selling stockholders, upon the exercise of the warrants and pre-funded warrants. For additional information regarding Warrants, if any, issuable pursuant to the issuances of those shares of common stock, pre-funded warrants and warrants, see “Private Placement of Securities” aboveSubsequent Closing]. We are registering the shares of common stock Securities included in this prospectus pursuant to the Purchase Agreement and Registration Rights Agreement, in order to permit the selling stockholders Selling Stockholders to offer the shares included in this prospectus for resale from time to time. Except for When we refer to the ownership “Selling Stockholders” in this prospectus, we refer to the persons listed in the table below, and the pledgees, donees, transferees, assignees, successors and other permitted transferees that hold any of our securities, the selling stockholders have not had any material relationship with us within Selling Stockholders’ interests in the past three yearsSecurities after the date of this prospectus. The table below lists the selling stockholders and other presents information regarding the beneficial ownership Selling Stockholders and the shares of our common stock that may be resold by the Selling Stockholders from time to time under this prospectus. This table is prepared based on information supplied to us by the Selling Stockholders, and reflects holdings as of [•], 2023. The number of shares in the column “Maximum Number of Shares of Common Stock to be Offered Pursuant to this Prospectus” represents all of the shares of our common stock being offered for resale by each the Selling Stockholders under this prospectus. The Selling Stockholders may sell some, all or none of the shares being offered for resale in this offering. We do not know how long the Selling Stockholders will hold the shares before selling stockholdersthem. Except as set forth in the section titled “Plan of Distribution” in this prospectus, we are not aware of any existing arrangements between the Selling Stockholders and any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares of our common stock being offered for resale by this prospectus. Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act and includes shares of our common stock with respect to which the Selling Stockholder has sole or shared voting and investment power. The second column lists the number percentage of shares of our common stock beneficially owned by each selling stockholder, the Selling Stockholders prior to the offering shown in the table below is based on its ownership an aggregate of the [•] shares of common stock, pre-funded warrants and warrants and any other rights to purchase our common stockstock outstanding on [•], as of ________, 2022, assuming exercise of any pre-funded warrants, warrants or other rights held 2023. The fourth column assumes the resale by the selling stockholders on that date, without regard to any limitations on exercises. The third column lists Selling Stockholder of all of the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the for resale of the sum of (i) the number of shares of common stock issued to selling stockholders in the “Private Placement of Securities” described above, (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to limitations on the exercise of any warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under Please see the terms of the pre-funded warrants and warrants, a selling shareholder may not exercise the pre-funded warrants and warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See section entitled “Plan of Distribution” for further information regarding the Selling Securityholders’ methods of distributing these Securities. For information regarding transactions between us and the Selling Securityholders, see the section entitled “Certain Relationships and Related Party Transactions.” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMA, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharmaComera Life Sciences Holdings, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders Holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock Common Stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants Common Stock and warrants, see “Private Placement of SecuritiesShares of Common Stock and Warrants” above. We are registering the shares of common stock Common Stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesthe shares of Common Stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants Common Stock and warrants and any other rights to purchase our common stockwarrants, as of ________[●], 20222023, assuming exercise of any pre-funded warrants, the warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock Common Stock issued to the selling stockholders in the “Private Placement of SecuritiesShares of Common Stock and Warrants” described above, above and (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock Common Stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right rights agreement, without regard to any limitations on the exercise of any the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder stockholder may not exercise the pre-funded warrants and warrants to the extent such exercise would cause such selling shareholderstockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock Common Stock following such exercise, excluding for purposes of such determination shares of common stock Common Stock issuable upon exercise of such pre-funded the warrants and warrants which that have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares Shares of Common Stock Owned Prior to Offering Maximum Number of shares Shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage Shares of Common Stock Owned After Offering Annex B - 1 Annex C FIRST WAVE BIOPHARMAJUPITER WELLNESS, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock shares of Common Stock (the “Registrable Securities”) of First Wave BioPharmaJupiter Wellness, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock shares of Common Stock being offered by the selling stockholders are those previously issued to issuable upon conversion of the selling stockholders, convertible debentures and those issuable to the selling stockholders, upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances issuance of those shares of common stock, pre-funded warrants convertible notes and warrants, see “Private Placement of SecuritiesConvertible Debentures and Warrants” above. We are registering the shares of common stock Common Stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except as otherwise notes and except for the ownership of our securitiesthe convertible Debentures and the warrants issued pursuant to the Securities Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years. [Complete description of the transaction and use of proceeds to be inserted by the Company] The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants convertible debentures and warrants and any other rights to purchase our common stockwarrants, as of ________, 2022200_, assuming conversion of all convertible debentures and exercise of any pre-funded warrants, the warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercisesconversions or exercise. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of at least (i) ____ of the Conversion Shares issued and issuable pursuant to the convertible debentures, and (ii) _____ of the warrant shares issued and issuable pursuant to the warrants. Because the conversion price of the convertible debentures and the exercise price of the warrants may be adjusted, the number of shares of common stock that will actually be issued to selling stockholders in may be more or less than the “Private Placement of Securities” described above, (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such outstanding warrants were exercised in full as of the trading day immediately preceding the date being offered by this registration statement was initially filed with the SEC, each, as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to limitations on the exercise of any warrantsprospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants convertible debentures and the warrants, a selling shareholder stockholder may not convert the convertible debentures or exercise the pre-funded warrants and warrants to the extent such conversion or exercise would cause such selling shareholderstockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock shares of Common Stock following such conversion or exercise, excluding for purposes of such determination shares of common stock Common Stock issuable upon conversion of the convertible debentures which have not been converted and upon exercise of such pre-funded warrants and the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " Name of Selling Stockholder Number of shares of Common Stock Shares Owned Prior to Offering Maximum Number of shares of Common Stock Shares to be Sold Pursuant to this Prospectus Number of shares of Common Stock Shares Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMACornell Capital Partners, INCL.P. (1) (1) Cornell Capital Partners, L.P. is a Cayman Island limited partnership. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharmaCornell is managed by Yorkville Advisors, Inc.LLC. Investment decisions for Yorkville Advisors are made by Xxxx Xxxxxx, a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectusits portfolio manager.

SELLING STOCKHOLDERS. The common stock shares of Common Stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon the exercise of the warrants Series A Warrants and pre-funded warrantsSeries B Warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants stock and warrantsthe Series A/B Warrants, see “Private Placement of SecuritiesCommon Shares and Warrants” above. We are registering the shares of common stock underlying the Series A/B Warrants in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesthe shares of common stock and the Series A/B Warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants stock and warrants and any other rights to purchase our common stockthe warrants, as of ________January 29, 20222021, assuming exercise of any pre-funded warrants, warrants or other rights the Series A/B Warrants held by the selling stockholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholderswaiver agreements, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to selling stockholders in the “Private Placement of Securities” described above, (ii) at least the maximum number of shares of common stock issued and issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrantsWarrants, in the case of the pre-funded warrants and warrants determined as if such the outstanding warrants Warrants were exercised exercised, as applicable, in full full, as of the trading day immediately preceding the date this registration statement was is initially filed with the SEC, each, as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to limitations on the exercise of any warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders shareholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrantsSeries A/B Warrants, a selling shareholder stockholder may not exercise the pre-funded warrants and warrants to the extent such exercise would cause such selling shareholderstockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and the warrants which have not been exercised. In addition, pursuant to an agreement with the Company, a selling stockholder cannot receive shares of common stock held in an escrow account for the benefit of such selling stockholder (the “Escrow Common Stock”) to the extent the receipt of such shares would cause such selling stockholder, together with its affiliates, to beneficially own a number of shares of common stock which would exceed 9.99% of the outstanding shares of our then outstanding common stock following such exercise. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Maximum Percentage Number of of Shares of Shares of Number of Common Number of Common Shares of Stock to be Shares of Stock Common Sold Common Owned Stock Pursuant Stock After Owned to Owned Offering if Prior to this After Greater than Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Securityholder Offering(1) Prospectus Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMA1% Empery Asset Master, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”Ltd.(2) of First Wave BioPharma367,875 244,560 123,315 *% Empery Tax Efficient, Inc.LP(3) 105,105 69,875 35,230 *% Empery Debt Opportunity Fund, a Delaware corporation (the “Company”)LP(4) 4,782,307 3,179,265 1,603,042 9.99% Altium Growth Fund, understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”LP(5) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.5,295,310 3,493,700 1,801,610 9.9% * Represents less than 1%

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon the exercise conversion of the warrants and pre-funded warrantsnotes. For additional information regarding the issuances of those the notes and shares of common stock, pre-funded warrants and warrants, see “Private Placement of SecuritiesPlacement” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesthe notes, warrants and preferred stock and the shares of common stock issuable upon conversion and/or exchange thereunder, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants stock and warrants and any other rights to purchase our common stocknotes, as of ___________, 20222021, assuming conversion of the notes and preferred stock and exercise of any pre-funded warrants, the warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercisesconversion or exercise. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the maximum number of shares of common stock issued to selling stockholders issuable upon conversion of the preferred stock, determined as if the outstanding preferred stock were exercised in full as of the “Private Placement of Securities” described abovetrading day immediately preceding the date this registration statement was initially filed with the SEC and, (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC and (iii) the maximum number of shares of common stock issuable upon conversion of the notes, determined as if the outstanding notes were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion and/or exercise of any the notes and/or warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrantsnotes, a selling shareholder stockholder may not exercise the pre-funded warrants and warrants notes to the extent such exercise would cause such selling shareholderstockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.999.99% or 9.99%, as applicable, of our then outstanding common stock following such conversion and/or exercise, excluding for purposes of such determination shares of common stock issuable upon conversion of the notes and/or preferred stock and/or exercise of such pre-funded warrants and the warrants which have not been converted and/or exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMACANBIOLA, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharma, Inc.Can B Corp., a Delaware Florida corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock shares of Common Stock being offered by the selling stockholders are those previously issued to issuable upon conversion of the selling stockholders, convertible debentures and those issuable to the selling stockholders, upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances issuance of those shares of common stock, pre-funded warrants convertible notes and warrants, see “Private Placement of SecuritiesConvertible Debentures and Warrants” above. We are registering the shares of common stock Common Stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except as otherwise notes and except for the ownership of our securitiesthe convertible Debentures and the warrants issued pursuant to the Securities Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants convertible debentures and warrants and any other rights to purchase our common stockwarrants, as of ________, 2022200_, assuming conversion of all convertible debentures and exercise of any pre-funded warrants, the warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercisesconversions or exercise. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of at least (i) 300% of the number of shares of common stock Conversion Shares issued and issuable pursuant to selling stockholders in the “Private Placement of Securities” described above, (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such outstanding warrants were exercised in full convertible debentures as of the trading day immediately preceding the date this the registration statement was is initially filed with the SEC, each, and (ii) 100% of the number of warrant shares issued and issuable pursuant to the warrants as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to limitations on statement is initially filed with the SEC. Because the conversion price of the convertible debentures and the exercise price of any warrantsthe warrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants convertible debentures and the warrants, a selling shareholder stockholder may not convert the convertible debentures or exercise the pre-funded warrants and warrants to the extent such conversion or exercise would cause such selling shareholderstockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock shares of Common Stock following such conversion or exercise, excluding for purposes of such determination shares of common stock Common Stock issuable upon conversion of the convertible debentures which have not been converted and upon exercise of such pre-funded warrants and the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " Name of Selling Stockholder Number of shares of Common Stock Shares Owned Prior to Offering Maximum Number of shares of Common Stock Shares to be Sold Pursuant to this Prospectus Number of shares of Common Stock Shares Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMACornell Capital Partners, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock L.P. (the “Registrable Securities”) of First Wave BioPharma, Inc., a Delaware corporation (the “Company”1), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants and warrants, see “Private Placement of Securities” above. We are registering the shares of common stock in order to permit our Series A Preferred Stock for resale by the selling stockholders stockholder listed below. On August [__], 2023, we issued to offer the selling stockholder 2,400,000 shares for resale from time to time. Except of Series A Preferred Stock as partial consideration for the ownership sale by the selling stockholder of a portfolio of 13 properties (the “Portfolio Acquisition”), pursuant to an agreement of purchase and sale (the “Purchase Agreement”) entered into by and among us, our securitiesoperating partnership, the selling stockholders have not had any material relationship with us within stockholder and each entity identified as a “Seller” on Schedule A of the past three yearsPurchase Agreement. The table below lists the selling stockholders and other information regarding the beneficial ownership issuance of the shares of common stock by each Series A Preferred Stock was made in reliance on the exemption from registration in Section 4(a)(2) of the selling stockholdersSecurities Act and Regulation D thereunder. The second column lists In accordance with our obligations under the number of shares of common stock beneficially owned by each Purchase Agreement and the Registration Rights Agreement entered into between us and the selling stockholder, based on its ownership we agreed to register the resale of the shares Series A Preferred Stock offered by the selling stockholder hereby. Copies of common stock, prethe Purchase Agreement and the amendments thereto are attached as exhibits to our [Current Report on Form 8-funded warrants and warrants and any other rights to purchase our common stock, as of K filed on [__________], 20222023]. The selling stockholder does not currently hold, assuming exercise and has not held within the past three years, any position or office with us or any of any pre-funded warrantsour predecessors or affiliates, warrants or other rights held by nor does the selling stockholders on that datestockholder currently have, without regard to and has not had within the past three years, any limitations on exercisesother material relationship with us or any of our predecessors or affiliates except as a result of the selling stockholder’s ownership of our Series A Preferred Stock in connection with the Portfolio Acquisition. The third column lists information contained in the shares table below in respect of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with stockholder has been obtained from the selling stockholders, this prospectus generally covers stockholder and has not been independently verified by us. The information set forth in the following table regarding the beneficial ownership after resale of shares is based upon the sum of (i) assumption that the number of shares of common stock issued to selling stockholders in the “Private Placement of Securities” described above, (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to limitations on the exercise of any warrants. The fourth column assumes the sale of stockholder will sell all of the shares offered owned by it and covered by this prospectus supplement and the selling stockholders pursuant to this accompanying prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder may not exercise the pre-funded warrants and warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares of Common Preferred Stock Owned Prior to Offering Maximum Number of shares of Common Preferred Stock to be Sold Pursuant to this Prospectus Number of shares of Common Preferred Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMA, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”Modiv Inc. [2,400,000] [2,400,000](1) of First Wave BioPharma, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.0

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders Selling Stockholders are those previously issued to the selling stockholdersSelling Stockholders, and those issuable to the selling stockholdersSelling Stockholders, upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants stock and warrants, see “Private Placement of SecuritiesShares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders Selling Stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesthe shares of common stock and the warrants, the selling stockholders Selling Stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders Selling Stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholdersSelling Stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholderSelling Stockholder, based on its ownership of the shares of common stock, pre-funded warrants stock and warrants and any other rights to purchase our common stockwarrants, as of ________, 2022, assuming exercise of any pre-funded warrants, the warrants or other rights held by the selling stockholders Selling Stockholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholdersSelling Stockholders. In accordance with the terms of a registration rights agreement with the selling stockholdersSelling Stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to selling stockholders the Selling Stockholders in the “Private Placement of SecuritiesShares of Common Stock and Warrants” described above, above and (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of any the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders Selling Stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants [and warrantsother warrants held by Selling Stockholders], a selling shareholder Selling Stockholder may not exercise the pre-funded warrants and [the] [any such] warrants to the extent such exercise would cause such selling shareholderSelling Stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders Selling Stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMARXXX’X, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner holder of shares of common stock stock, par value $0.0001 per share (the “Registrable Securities”) of First Wave BioPharmaRxxx’x, Inc., a Delaware corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of March 10, 2022 (the “Agreement”) understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within five (5)Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants and warrants, see “Private Placement of Securities” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securities, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants and warrants and any other rights to purchase our common stock, as of ________, 2022, assuming exercise of any pre-funded warrants, warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercises2024. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling stockholders in the “Private Placement of Securities” described above, (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to limitations on the exercise of any warrantsstockholders. The fourth third column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder may not exercise the pre-funded warrants and warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares Shares of Common Stock Owned Prior to Offering Maximum Number of shares Shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage Shares of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMAPLUS THERAPEUTICS, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharmaPlus Therapeutics, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Selling Stockholders are required to complete and deliver this Questionnaire in order to verify the accuracy of information regarding the Selling Stockholder that is included in the Registration Statement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders Selling Shareholders are those previously issued sold to the selling stockholders, and those issuable to the selling stockholders, upon the exercise of the warrants and pre-funded warrantsSelling Shareholders. For additional information regarding the issuances of those shares of common stock, pre-funded warrants and warrantsthese shares, see “Private Placement of SecuritiesShares of Common Stock” above. We are registering the shares of common stock in order to permit the selling stockholders Selling Stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesthese shares, the selling stockholders Selling Stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders Selling Stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholdersSelling Stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholderSelling Stockholder, based on its ownership of the shares of common stock, pre-funded warrants and warrants and any other rights to purchase our common stock, as of _____December ___, 2022, assuming exercise of any pre-funded warrants, warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholdersSelling Stockholders. In accordance with the terms of a registration rights agreement with between the selling stockholdersCompany and the Selling Stockholders, this prospectus generally covers the resale of the sum of (i) the number of all shares of common stock issued to selling stockholders in held by the “Private Placement of Securities” described above, (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to limitations on the exercise of any warrantsSelling Stockholders. The fourth column assumes the sale of all of the shares offered by the selling stockholders Selling Stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder may not exercise the pre-funded warrants and warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders Selling Stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMA, BODY AND MIND INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharma, Body and Mind Inc., a Delaware Nevada corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) , a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders Selling Stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon the exercise of the warrants and pre-funded warrantsSelling Stockholders. For additional information regarding the issuances of those shares of common stock, pre-funded warrants and warrants, see “"Private Placement of Securities” Common Shares" above. We are registering the shares of common stock in order to permit the selling stockholders Selling Stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesthe shares of common stock and other shares of common stock previously acquired by such Selling Stockholders, the selling stockholders Selling Stockholders have not had any material relationship with us the Company within the past three years. The table below lists the selling stockholders Selling Stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholdersSelling Stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholderSelling Stockholder, based on its ownership of the shares of common stock, pre-funded warrants and warrants and any other rights to purchase our common stock, as of ________, 2022, assuming exercise of any pre-funded warrants, warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercises2016. The third column lists the shares of common stock being offered by this prospectus by the selling stockholdersSelling Stockholders. In accordance with the terms of a registration rights agreement with the selling stockholdersSelling Stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to selling stockholders the Selling Stockholders in the “Private Placement of Securities” described above, (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each__________________, as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to limitations on the exercise of any warrantsRegistration Rights Agreement. The fourth column assumes the sale of all of the shares offered by the selling stockholders Selling Stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder may not exercise the pre-funded warrants and warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMA, INC. IMMUCELL CORPORATION Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharma, Inc.ImmuCell Corporation, a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock shares of Common Stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon the exercise conversion of the warrants and pre-funded warrantsconvertible debenture. For additional information regarding the issuances issuance of those shares of common stock, pre-funded warrants and warrantsconvertible notes, see “Private Placement of SecuritiesConvertible Debenture” above. We are registering the shares of common stock Common Stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except as otherwise notes and except for the ownership of our securitiesthe convertible Debenture issued pursuant to the Securities Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants and warrants and any other rights to purchase our common stockconvertible debenture, as of ________, 2022200_, assuming exercise conversion of any pre-funded warrants, warrants or other rights all convertible debentures held by the selling stockholders on that date, without regard to any limitations on exercisesconversions or exercise. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number of at least ___________ shares of common stock issued or issuable to the selling stockholders in pursuant to the “Private Placement Securities Purchase Agreement. Because the conversion price of Securities” described abovethe convertible debenture may be adjusted, (ii) the maximum number of shares of common stock issuable upon exercise of that will actually be issued may be more or less than the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such outstanding warrants were exercised in full as of the trading day immediately preceding the date being offered by this registration statement was initially filed with the SEC, each, as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to limitations on the exercise of any warrantsprospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrantsconvertible debenture , a selling shareholder stockholder may not exercise convert the pre-funded warrants and warrants convertible debenture to the extent such exercise conversion would cause such selling shareholderstockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock shares of Common Stock following such exerciseconversion, excluding for purposes of such determination shares of common stock Common Stock issuable upon exercise conversion of such pre-funded warrants and warrants the convertible debenture which have not been exercisedconverted. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMA, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharma, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus."

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders are those previously issued to the selling stockholders, Selling Stockholders and those issuable to the selling stockholders, Selling Stockholders upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants stock and the warrants, see “"Private Placement of Securities” Common Shares and Warrants" above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesthe shares of common stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholdershareholder, based on its ownership of the shares of common stock, pre-funded warrants stock and warrants and any other rights to purchase our common stockthe warrants, as of ________, 20222007, assuming exercise of any pre-funded warrants, the warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercisesexercise. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement agreements with the selling stockholdersholders of the shares of common stock and the warrants, this prospectus generally covers the resale of at least the sum of (i) the number of shares of common stock issued to selling stockholders in the “Private Placement of Securities” described above, and (ii) 100% of the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants issued and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such the outstanding warrants were exercised exercised, as applicable, in full full, as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to limitations on the exercise of any warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder stockholder may not exercise the pre-funded warrants and warrants warrants, to the extent such exercise would cause such selling shareholderstockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding shares of common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " Name of Selling Stockholder Number of shares Shares of Common Stock Owned Prior to Offering Maximum Number of shares Shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares Shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMA, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock Investcorp Interlachen Multi-Strategy Master Fund (the “Registrable Securities”1) of First Wave BioPharma, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.0 [Other Buyers]

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants stock and warrants, see “Private Placement of SecuritiesShares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesthe shares of common stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants stock and warrants and any other rights to purchase our common stockwarrants, as of ________, 2022, assuming exercise of any pre-funded warrants, the warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling stockholders in the “Private Placement of SecuritiesShares of Common Stock and Warrants” described above, above and (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of any the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants [and warrantsother warrants held by selling stockholders], a selling shareholder stockholder may not exercise the pre-funded warrants and [the] [any such] warrants to the extent such exercise would cause such selling shareholderstockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMAATERIAN, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharmaAterian, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described therein). Holders must complete and deliver this notice and questionnaire (“Notice and Questionnaire”) in order to be named as selling stockholders in the Prospectus. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, stockholders pursuant to the terms of the convertible notes and upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances issuance of those shares of common stock, pre-funded warrants convertible notes and warrants, see “Private Placement of SecuritiesConvertible Notes and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesthe convertible notes and the warrants issued pursuant to the Note Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants convertible notes and warrants and any other rights to purchase our common stockwarrants, as of ________, 20222017, assuming conversion of all convertible notes and exercise of any pre-funded warrants, all warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercisesconversion, redemption or exercise. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders, which includes the shares of common stock issuable upon conversion of the convertible notes and upon exercise of the warrants held by such selling stockholder. The fourth column lists the percentage of shares of common stock beneficially owned by such selling stockholder after the completion of the offering, based on its ownership as of ________, based on ________ shares of common stock outstanding as of ________ and assuming the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of at least the sum of (i) the maximum number of shares of common stock issued and issuable pursuant to selling stockholders in the “Private Placement convertible notes as of Securities” described abovethe trading day immediately preceding the date the registration statement is initially filed with the SEC, and (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants issued and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such outstanding warrants were exercised in full as of the trading day immediately preceding the date this the registration statement was is initially filed with the SEC, each, as . Because the conversion price of the trading day immediately preceding the applicable date of determination convertible notes and all subject to adjustment as provided in the registration right agreement, without regard to limitations on the exercise of any warrants. The fourth column assumes the sale of all price of the warrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants convertible notes and the warrants, a selling shareholder stockholder may not convert the convertible notes or exercise the pre-funded warrants and warrants to the extent such conversion or exercise would cause such selling shareholderstockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock which would exceed 4.999.99% or 9.99%, as applicable, of our then outstanding shares of common stock following such conversion or exercise, excluding for purposes of such determination shares of common stock issuable upon conversion of the convertible notes which have not been converted and upon exercise of such pre-funded warrants and the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares Shares of Common Stock Beneficially Owned Prior to Offering Offering(1) Maximum Number of shares Shares of Common Stock to be Sold Pursuant to this Prospectus Prospectus(2) Number of shares Shares of Common Stock Beneficially Owned After Offering Offering(3) Percentage of Common Stock Shares Beneficially Owned After Offering Annex C FIRST WAVE BIOPHARMA, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”Offering(3) of First Wave BioPharma, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.[

SELLING STOCKHOLDERS. The common stock shares of Common Stock being offered by the selling stockholders are those previously issued to issuable upon conversion of the selling stockholders, convertible debentures and those issuable to the selling stockholders, upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances issuance of those shares of common stock, pre-funded warrants convertible notes and warrants, see “Private Placement of SecuritiesConvertible Debentures and Warrants” above. We are registering the shares of common stock Common Stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except as otherwise notes and except for the ownership of our securitiesthe convertible Debentures and the warrants issued pursuant to the Securities Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants convertible debentures and warrants and any other rights to purchase our common stockwarrants, as of ________, 2022200 , assuming conversion of all convertible debentures and exercise of any pre-funded warrants, the warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercisesconversions or exercise. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of at least (i) 300% of the number of shares of common stock Conversion Shares issued and issuable pursuant to selling stockholders in the “Private Placement of Securities” described above, (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such outstanding warrants were exercised in full convertible debentures as of the trading day immediately preceding the date this the registration statement was is initially filed with the SEC, each, and (ii) 100% of the number of warrant shares issued and issuable pursuant to the warrants as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to limitations on statement is initially filed with the SEC. Because the conversion price of the convertible debentures and the exercise price of any warrantsthe warrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants convertible debentures and the warrants, a selling shareholder stockholder may not convert the convertible debentures or exercise the pre-funded warrants and warrants to the extent such conversion or exercise would cause such selling shareholderstockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock shares of Common Stock following such conversion or exercise, excluding for purposes of such determination shares of common stock Common Stock issuable upon conversion of the convertible debentures which have not been converted and upon exercise of such pre-funded warrants and the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Maximum Number of Number of Shares Shares to be Sold Number of Shares Owned Prior to Pursuant to this Owned After Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMACornell Capital Partners, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock L.P. (the “Registrable Securities”) of First Wave BioPharma, Inc., a Delaware corporation (the “Company”1), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock Common Stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants Common Stock and warrants, see “Private Placement of SecuritiesShares of Common Stock and Warrants” above. We are registering the shares of common stock Common Stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesthe shares of Common Stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants Common Stock and warrants and any other rights to purchase our common stockwarrants, as of ________[●], 20222023, assuming exercise of any pre-funded warrants, the warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock Common Stock issued to the selling stockholders in the “Private Placement of SecuritiesShares of Common Stock and Warrants” described above, above and (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock Common Stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right rights agreement, without regard to any limitations on the exercise of any the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder stockholder may not exercise the pre-funded warrants and warrants to the extent such exercise would cause such selling shareholderstockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock Common Stock following such exercise, excluding for purposes of such determination shares of common stock Common Stock issuable upon exercise of such pre-funded the warrants and warrants which that have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares Shares of Common Stock Owned Prior to Offering Maximum Number of shares Shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage Shares of Common Stock Owned After Offering Annex B - 1 Annex C FIRST WAVE BIOPHARMASHARPS TECHNOLOGY, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock shares of Common Stock (the “Registrable Securities”) of First Wave BioPharmaSharps Technology, Inc., a Delaware Nevada corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants and warrants, see “Private Placement of SecuritiesShares of Common Stock” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesthe shares of common stock, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants and warrants and any other rights to purchase our common stock, as of ________, 2022, assuming exercise of any pre-funded warrants, warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercises2023. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling stockholders in the “Private Placement of SecuritiesShares of Common Stock” described above, (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to limitations on the exercise of any warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder may not exercise the pre-funded warrants and warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMAUPHEALTH, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharmaUpHealth, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders Selling Shareholders are those previously issued or issuable to the selling stockholdersSelling Shareholders upon the conversion in full of Series E convertible preferred stock, and those issuable to the selling stockholdersSelling Shareholders, upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants and warrantsthese securities, see “Private Placement of SecuritiesShares of Series E Convertible Preferred Stock and Warrants” above. We are registering the shares of common stock securities in order to permit the selling stockholders Selling Stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesthese shares and the warrants, the selling stockholders Selling Stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders Selling Stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholdersSelling Stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholderSelling Stockholder, based on its ownership of the shares of common stock, pre-funded warrants stock and warrants and any other rights to purchase our common stockwarrants, as of ________, 20222019, assuming exercise of any pre-funded warrants, the warrants or other rights held by the selling stockholders Selling Stockholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholdersSelling Stockholders. In accordance with the terms of a registration rights agreement with between the selling stockholdersCompany and the Selling Stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued or issuable to selling stockholders the Selling Stockholders upon the conversion in full of the Series E Convertible Preferred Stock assuming a Conversion Price (as defined in the Certificate of Designation) equal to $ 1 (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase Agreement) ) immediately following the Reverse Stock Split Date (as defined in the Certificate of Designation) in the “Private Placement of SecuritiesSeries E Convertible Preferred Stock and Warrants” described above, above and (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded related warrants assuming Reset Exercise Price (as defined in the Warrants) equal to $ 2 (subject to adjustment for reverse and (iii) forward stock splits, recapitalizations and similar transactions following the maximum number of shares of common stock issuable upon exercise date of the related warrants, Purchase Agreement) ) immediately following the Reverse Stock Split Date (as defined in the case Certificate of the pre-funded warrants and warrants Designation), determined as if such the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of any the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders Selling Stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder may not exercise the pre-funded warrants and warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMA, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharma, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered This prospectus supplement covers the resale or other disposition from time to time by the selling stockholders are those previously of up to [ ] Shares that were issued to the selling stockholders, and those issuable to stockholders by us in the selling stockholders, upon the exercise Private Placement. For a description of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants and warrantsPrivate Placement, see “Description of Private Placement of SecuritiesClass A Common Stock.” aboveAs used in this prospectus supplement, the term “selling stockholders” includes the selling stockholders listed in the table below, together with their respective pledgees, assignees, donees, transferees or successors-in-interest. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securities, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership sale of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants and warrants and any other rights to purchase our common stock, as of ________, 2022, assuming exercise of any pre-funded warrants, warrants or other rights Shares held by the selling stockholders to satisfy certain registration obligations that we granted the selling stockholders in connection with the purchase of the Shares. Pursuant to a Registration Rights Agreement, we have agreed to use commercially reasonable efforts to keep the registration statement, of which this prospectus is a part, effective until the earlier to occur of: (i) the date that all registrable securities covered by such registration statement have been sold and (ii) the date on that date, without regard which all of the Shares cease to any limitations on exercisesbe registrable securities as such term is defined in the Registration Rights Agreement. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of following table sets forth (i) the name of each selling stockholder, (ii) the number of shares of our common stock issued to beneficially owned by the selling stockholders in stockholder, including the “Private Placement of Securities” described aboveShares, (iiiii) the maximum number of Shares that may be offered under this prospectus supplement and (iv) the number of shares of our common stock issuable upon exercise that would be beneficially owned by the selling stockholder assuming all of the pre-funded warrants and (iii) Shares covered hereby are sold. Other than as stated above, beneficial ownership is determined in accordance with the maximum number rules of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, eachand includes voting or investment power with respect to our common stock. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the holder named in the table below has sole voting and investment power with respect to all shares of Class A common stock that they beneficially own, subject to applicable community property laws. The selling stockholders may sell some, all or none of the Shares offered by this prospectus from time to time. We do not know how long the selling stockholders will hold the Shares covered hereby before selling them and we currently have no agreements, arrangements or understandings with the selling stockholders regarding the sale or other disposition of any Shares. The registration of the Shares does not necessarily mean that the selling stockholders will sell all or any portion of the Shares covered by this prospectus supplement. The information set forth in the table below is based on [ ] shares of our common stock outstanding as of the trading day immediately preceding the applicable date of determination [ ] and all subject to adjustment as provided in the registration right agreement, without regard to limitations on the exercise of any warrants. The fourth column assumes the sale selling stockholders dispose of all of the Shares covered by this prospectus supplement and do not acquire beneficial ownership of any additional shares offered by of Class A common stock. The information contained in the table below in respect of the selling stockholders pursuant to this prospectus. Under has been obtained from the terms selling stockholders and has not been independently verified by us, other than the calculation of the pre-funded warrants and warrants, a selling shareholder may not exercise the pre-funded warrants and warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number percentage of shares of Class A common stock which would exceed 4.99% or 9.99%, as applicable, owned prior to and after the offering. Shares Beneficially Owned Prior to the Offering Shares of our then outstanding Class A common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercised. The number of shares in Being Offered Shares Beneficially Owned After the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Offering Class A Class B Class A Class B Shares % Shares % Shares % Shares % Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMA, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock [ ](the “Registrable Securities”) of First Wave BioPharma, Inc., a Delaware corporation (the “Company”1), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, stockholders upon the exercise conversion of the warrants and pre-funded warrantspreferred stock. For additional information regarding the issuances of those shares of the common stock and the preferred stock, pre-funded warrants and warrants, see “Private Placement of SecuritiesPurchased Notes and Preferred Stock” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securitiesthe shares of common stock, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants and warrants and any other rights to purchase our common preferred stock, as of ________, 202220 , assuming exercise conversion of any pre-funded warrants, warrants or other rights the preferred stock held by the selling stockholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to selling stockholders in the “Private Placement of Securities” described above, (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to limitations on the exercise of any warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder may not exercise the pre-funded warrants and warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder stockholder Number of shares of Common Stock Underlying Shares Owned Prior to Offering Maximum Number of shares of Common Stock Underlying Shares to be Sold Pursuant to this Prospectus Number of shares of Common Stock Underlying Shares Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMAEXECUTION VERSION Exhibit E FORM OF NOTE THIS SUBORDINATED CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND ANY SHARES ACQUIRED UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SUCH ACT OR PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY TO ARRAY BIOPHARMA INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharmaTHAT SUCH REGISTRATION IS NOT REQUIRED. SUBORDINATED CONVERTIBLE PROMISSORY NOTE $[ ] September 2, 2016 FOR VALUE RECEIVED, Array BioPharma Inc., a Delaware corporation (the “CompanyMaker”), understands that the Company has filed promises to pay to [ ] or intends to file with the Securities and Exchange Commission its assigns (the “CommissionHolder”) a registration statement the principal sum of $[ ], together with interest on the unpaid principal balance of this Note from time to time outstanding at the rate of 5% per year until paid in full. This Note constitutes “Subordinated Debt” under and as defined in that certain Loan and Security Agreement, dated as of June 28, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities ActLoan Agreement”), between Comerica Bank and the Maker. Interest on this Note shall be computed on the basis of a year of 365 days for the Registrable Securities, in accordance with the terms actual number of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth belowdays elapsed. All capitalized terms not otherwise defined herein payments by the Maker under this Note shall have the meanings ascribed thereto be in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectusimmediately available funds.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and and/or those issuable to the selling stockholders, upon conversion of the shares of Series A Preferred Stock and exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants stock and warrants, see “Private Placement of SecuritiesPreferred Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of our securities, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants and warrants and any other rights to purchase our common stocksecurities, as of ________, 20222023, assuming conversion of the Series A Preferred Stock and exercise of any pre-funded warrants, the warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling stockholders in upon conversion of the “Private Placement of Securities” described above, Series A Preferred Stock and (ii) the maximum number of shares of common stock issuable upon exercise conversion of the pre-funded warrants Series A Preferred Stock and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such the outstanding Series A Preferred Stock was fully converted and the related warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion of the Series A Preferred Stock or the exercise of any the related warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder stockholder may not convert the Series A Preferred Stock or exercise the pre-funded warrants and related warrants to the extent such exercise would cause such selling shareholderstockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants calculated as specified in the Series A Preferred Stock and warrants which have not been exercisedthe related warrants. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " Name of Selling Stockholder stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMASMARTKEM, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharmaSmartKem, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders shareholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, shareholders upon conversion of the senior secured convertible promissory notes and the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances issuance of those shares of common stock, pre-funded warrants the senior secured convertible promissory notes and the warrants, see “Private Placement of SecuritiesSenior Secured Convertible Promissory Notes and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders shareholders to offer the shares for resale from time to time. Except for the ownership of our securitiesthe senior secured convertible promissory notes and the warrants issued pursuant to the Securities Purchase Agreement, the selling stockholders shareholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders shareholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock beneficially held by each of the selling shareholders, based on their respective beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants and warrants and any other rights to purchase our common stock, as of ____________, 20222013, assuming conversion of all amounts owed under the senior secured convertible promissory notes and exercise of any pre-funded warrants, the warrants or other rights held by the each such selling stockholders shareholder on that date, without regard to date but taking account of any limitations on exercisesexercise set forth therein. The third column lists the number of shares of common stock being sold in this offering. The fourth column lists the shares of common stock that will be beneficially owned by each selling shareholder following this offering. We have assumed for purposes of preparing this table that each selling shareholder will sell all of the shares of common stock being offered by this prospectus by the selling stockholdersoffered. In accordance with the terms of a registration rights agreement with the selling stockholdersshareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock that may be issued to selling stockholders in connection with the “Private Placement conversion of Securities” described aboveall amounts owed under the senior secured convertible promissory notes, in each case determined as if all amounts owed under the senior secured convertible promissory notes were converted and (ii) 100% of the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants each case, determined as if such the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each, as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to limitations on the exercise of any warrantsfull. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder may not exercise the pre-funded warrants and warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Shareholder Number of shares Shares of Common Stock Owned Prior to Offering Maximum Number of shares Of Shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares Shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMA, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharma, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.Offering

SELLING STOCKHOLDERS. The common stock shares of Common Stock being offered by the selling stockholders are those previously issued to issuable upon conversion of the selling stockholders, convertible debentures and those issuable to the selling stockholders, upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances issuance of those shares of common stock, pre-funded warrants convertible notes and warrants, see “Private Placement of SecuritiesConvertible Debentures and Warrants” above. We are registering the shares of common stock Common Stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except as otherwise notes and except for the ownership of our securitiesthe convertible Debentures and the warrants issued pursuant to the Securities Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants convertible debentures and warrants and any other rights to purchase our common stockwarrants, as of ________, 2022200 , assuming conversion of all convertible debentures and exercise of any pre-funded warrants, the warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercisesconversions or exercise. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of at least (i) 300% of the number of shares of common stock Conversion Shares issued and issuable pursuant to selling stockholders in the “Private Placement of Securities” described above, (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if such outstanding warrants were exercised in full convertible debentures as of the trading day immediately preceding the date this the registration statement was is initially filed with the SEC, each, and (ii) 100% of the number of warrant shares issued and issuable pursuant to the warrants as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to limitations on statement is initially filed with the SEC. Because the conversion price of the convertible debentures and the exercise price of any warrantsthe warrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling shareholder may not exercise the pre-funded warrants and warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares of Common Stock Shares Owned Prior to Offering Maximum Number of shares of Common Stock Shares to be Sold Pursuant to this Prospectus Number of shares of Common Stock Shares Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMA, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of First Wave BioPharmaStanford Venture Capital Holdings, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock ADSs being offered by the selling stockholders are those previously issued to issuable (i) upon conversion of the selling stockholdersconvertible notes, (ii) as interest on the convertible notes and those issuable to the selling stockholders, (iii) upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock, pre-funded warrants notes and warrants, see “Private Placement of SecuritiesConvertible Notes and Warrants” above. We are registering the shares of common stock ADSs in order to permit the selling stockholders to offer the shares ADSs for resale from time to time. Except for the ownership of our securitiesthe notes and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the ordinary shares of common stock underlying the ADSs by each of the selling stockholders. The second column lists the number of ordinary shares of common stock beneficially owned (directly or indirectly through ADSs) by each selling stockholder, based on its ownership of the shares of common stock, pre-funded warrants notes and warrants and any other rights to purchase our common stockthe warrants, as of ________, 20222007, assuming conversion of all the notes and exercise of any pre-funded warrants, all warrants or other rights held by the selling stockholders on that date, without regard to any limitations on exercisesconversions or exercise. The third column lists the ordinary shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement agreements with the selling stockholdersholders of the notes and the warrants, this prospectus generally covers the resale of at least 130% of the sum of (i) the maximum number of shares ADSs issuable upon conversion of common stock issued to selling stockholders the notes (assuming that the notes are convertible at their initial Conversion Price and without taking into account any limitations on the conversion of the notes set forth in the “Private Placement of Securities” described abovesuch notes), (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iii) the maximum number of shares of common stock ADSs issuable upon exercise of the related warrants (without taking into account any limitations on the exercise of the warrants set forth in the warrants) and (iii) as interest on the convertible notes, in the each case of the pre-funded warrants and warrants determined as if such outstanding warrants were exercised in full as of the trading day Trading Day immediately preceding the date this registration statement was initially filed with the SEC, each, as . Because the conversion price of the trading day immediately preceding the applicable date of determination notes and all subject to adjustment as provided in the registration right agreement, without regard to limitations on the exercise price of any warrantsthe warrants may be adjusted, the number of ADSs that will actually be issued may be more or less than the number of ADSs being offered by this prospectus. The fourth column assumes the sale of all of the shares ADSs offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants notes and the warrants, a selling shareholder stockholder may not convert the notes, or exercise the pre-funded warrants and warrants warrants, to the extent such conversion or exercise would cause such selling shareholderstockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of ordinary shares of common stock (directly or indirectly through ADSs) which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock ordinary shares following such conversion or exercise, excluding for purposes of such determination ordinary shares issuable upon conversion of common stock issuable the notes which have not been converted and upon exercise of such pre-funded warrants and the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares ADSs in this offering. See “Plan of Distribution.” Name of Selling Stockholder Number of shares of Common Stock ADSs Owned Prior to Offering Maximum Number of shares of Common Stock ADSs to be Sold Pursuant to this Prospectus Number of shares of Common Stock ADSs Owned After Offering Percentage of Common Stock Owned After Offering Annex C FIRST WAVE BIOPHARMA, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock Castlerigg Master Investments (the “Registrable Securities”1) of First Wave BioPharma, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.0