ZyVersa Therapeutics Inc. Watch

from 8-K 5 pages ZyVersa Therapeutics, Inc. Attention: Stephen C. Glover 2200 N. Commerce Parkway, Suite 208 Weston, Fl 33326 the Purpose of This Financial Advisory Agreement (This “Agreement”) Is to Confirm the Engagement of A.G.P./ALLIANCE Global Partners (“A.G.P.”) by ZyVersa Therapeutics, Inc. (The “Company”) to Render Financial Services (As Defined Below) to the Company

from 8-K 11 pages July 8, 2025 to the Holders of Series A-2 Warrants and Series A-3 Warrants Re: Inducement Offer to Exercise Existing Common Stock Purchase Warrants Dear Holders

from S-1 15 pages Registration Rights Agreement

from S-1 30 pages Equity Purchase Agreement This Equity Purchase Agreement (This “Agreement”) Is Entered Into as of June__, 2025 the “Execution Date”), by and Between ZyVersa Therapeutics, Inc, a Delaware Corporation (The “Company”), and Williamsburg Venture Holdings, LLC, a Nevada Limited Liability Company (The “Investor”). Recitals

from 8-K 15 pages Registration Rights Agreement

from 8-K 30 pages Equity Purchase Agreement This Equity Purchase Agreement (This “Agreement”) Is Entered Into as of June__, 2025 the “Execution Date”), by and Between ZyVersa Therapeutics, Inc, a Delaware Corporation (The “Company”), and Williamsburg Venture Holdings, LLC, a Nevada Limited Liability Company (The “Investor”). Recitals

from 8-K 18 pages ZyVersa Therapeutics, Inc. 2022 Omnibus Equity Incentive Plan

from 8-K 7 pages This Letter (The “Agreement”) Constitutes the Agreement Between A.G.P./ALLIANCE Global Partners, as Sole Placement Agent (The “Placement Agent”), and ZyVersa Therapeutics, Inc., a Company Incorporated Under the Laws of the State of Delaware (The “Company”), That the Placement Agent Shall Serve as the Placement Agent for the Company, in Connection With the Private Placement (The “Placement”) of (I) Shares (The “Shares”) of Common Stock of the Company, Par Value $0.0001 Per Share (The “Common Stock”), (II) Warrants to Purchase Shares of Common Stock (The “Common Warrants”) and (III) Pre-Funded Warrants to Purchase Shares of Common Stock (The “Pre-Funded Warrants” and Together With the Shares and Common Warrants, the “Securities”). the Shares, the Pre-Funded Warrants, the Common Warrants, and the Shares of Common Stock Underlying the Pre-Funded Warrants and Common Warrants Will Be Offered and Sold in a Private Placement Exempt From the Registration Requirements of the Securities Act of 1933, as Amended

from 8-K 35 pages Securities Purchase Agreement

from 8-K 4 pages ZyVersa Therapeutics, Inc. Attention: Stephen C. Glover 2200 N. Commerce Parkway, Suite 208 Weston, Fl 33326 the Purpose of This Financial Advisory Agreement (This “Agreement”) Is to Confirm the Engagement of A.G.P./ALLIANCE Global Partners (“A.G.P.”) by ZyVersa Therapeutics, Inc. (The “Company”) to Render Financial Services (As Defined Below) to the Company

from 8-K 10 pages November 5, 2024 to the Holders of December 2023 Common Stock Purchase Warrants and August 2024 Common Stock Purchase Warrants Re: Inducement Offer to Exercise Existing Common Stock Purchase Warrants Dear Holder

from 8-K 27 pages ZyVersa Therapeutics, Inc. 2022 Omnibus Equity Incentive Plan

from 8-K 6 pages Confidential August 1, 2024 ZyVersa Therapeutics, Inc. Attention: Stephen C. Glover 2200 N. Commerce Parkway, Suite 208 Weston, Fl 33326 the Purpose of This Financial Advisory Agreement (This “Agreement”) Is to Confirm the Engagement of A.G.P./ALLIANCE Global Partners (“A.G.P.”) by ZyVersa Therapeutics, Inc. (The “Company”) to Render Financial Services (As Defined Below) to the Company

from 8-K 10 pages August 1, 2024 to the Holder of December 2023 Common Stock Purchase Warrants Re: Inducement Offer to Exercise Existing Common Stock Purchase Warrants Dear Holder

from 8-K 8 pages This Letter (The “Agreement”) Constitutes the Agreement Between A.G.P./ALLIANCE Global Partners, as Sole Placement Agent (The “Placement Agent”), and ZyVersa Therapeutics, Inc., a Company Incorporated Under the Laws of the State of Delaware (The “Company”), That the Placement Agent Shall Serve as the Placement Agent for the Company, on a “Reasonable Best Efforts” Basis, in Connection With the Proposed Placement (The “Placement”) of Units of Registered Securities of the Company With Each Unit Consisting of a Combination of (I) One Share (A “Share” And, Collectively, the “Shares”) of the Company’s Common Stock, Par Value $0.0001 Per Share (The “Common Stock”), (II) One Series a Common Warrant to Purchase a Share of Common Stock of the Company (The “Series a Common Warrants”), (III) One Series B Common Warrant to Purchase a Share of Common Stock of the Company (The “Series B Common Warrants” and Together With the Series a Common Warrants, the “Common Warrants”) and/or (IV) Pre-Funded Warrants to Purchase One Share of Common Stock (The “Pre-Funded Warrants”, and Together With the Common Warrants, the “Warrants,” and Collectively With the Shares, the “Securities”), Depending on the Beneficial Ownership Percentage of the Purchaser of the Common Stock Following Its Purchase

from 8-K 37 pages Securities Purchase Agreement

from S-1/A 8 pages This Letter (The “Agreement”) Constitutes the Agreement Between A.G.P./ALLIANCE Global Partners, as Sole Placement Agent (The “Placement Agent”), and ZyVersa Therapeutics, Inc., a Company Incorporated Under the Laws of the State of Delaware (The “Company”), That the Placement Agent Shall Serve as the Placement Agent for the Company, on a “Reasonable Best Efforts” Basis, in Connection With the Proposed Placement (The “Placement”) of Units of Registered Securities of the Company With Each Unit Consisting of a Combination of (I) One Share (A “Share” And, Collectively, the “Shares”) of the Company’s Common Stock, Par Value $0.0001 Per Share (The “Common Stock”), (II) One Series a Common Warrant to Purchase a Share of Common Stock of the Company (The “Series a Common Warrants”), (III) One Series B Common Warrant to Purchase a Share of Common Stock of the Company (The “Series B Common Warrants” and Together With the Series a Common Warrants, the “Common Warrants”) and/or (IV) Pre-Funded Warrants to Purchase One Share of Common Stock (The “Pre-Funded Warrants”, and Together With the Common Warrants, the “Warrants,” and Collectively With the Shares, the “Securities”), Depending on the Beneficial Ownership Percentage of the Purchaser of the Common Stock Following Its Purchase

from S-1/A 37 pages Securities Purchase Agreement

from S-1/A 4 pages Lock-Up Agreement

from S-1/A 8 pages This Letter (The “Agreement”) Constitutes the Agreement Between A.G.P./ALLIANCE Global Partners, as Sole Placement Agent (The “Placement Agent”), and ZyVersa Therapeutics, Inc., a Company Incorporated Under the Laws of the State of Delaware (The “Company”), That the Placement Agent Shall Serve as the Placement Agent for the Company, on a “Reasonable Best Efforts” Basis, in Connection With the Proposed Placement (The “Placement”) of Units of Registered Securities of the Company With Each Unit Consisting of a Combination of (I) One Share (A “Share” And, Collectively, the “Shares”) of the Company’s Common Stock, Par Value $0.0001 Per Share (The “Common Stock”), (II) One Warrant to Purchase a Share of Common Stock of the Company (The “Common Warrants”), and/or (III) Pre-Funded Warrants to Purchase One Share of Common Stock (The “Pre-Funded Warrants”, and Together With the Common Warrants, the “Warrants,” and Collectively With the Shares, the “Securities”), Depending on the Beneficial Ownership Percentage of the Purchaser of the Common Stock Following Its Purchase