T1V, Inc. S-1

FORM OF UNDERWRITING AGREEMENT

FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE REGISTRANT, TO BE EFFECTIVE PRIOR TO THE COMPLETION OF THE OFFERING

FORM OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE REGISTRANT, TO BE EFFECTIVE PRIOR TO THE COMPLETION OF THE OFFERING

FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE REGISTRANT, TO BE EFFECTIVE IMMEDIATELY PRIOR TO THE COMPLETION OF THE OFFERING

FORM OF AMENDED AND RESTATED BYLAWS OF THE REGISTRANT, TO BE EFFECTIVE IMMEDIATELY PRIOR TO THE COMPLETION OF THE OFFERING

SPECIMEN CLASS A COMMON STOCK CERTIFICATE

FORM OF WARRANT AGENCY AGREEMENT

FORM OF REPRESENTATIVE WARRANT

2013 CONVERTIBLE PROMISSORY NOTE, DATED SEPTEMBER 28, 2013

2014 CONVERTIBLE PROMISSORY NOTE, DATED MARCH 10, 2014

FIRST AMENDMENT TO THE 2013 CONVERTIBLE PROMISSORY NOTE AND THE 2014 CONVERTIBLE PROMISSORY NOTE, DATED AUGUST 13, 2015

SECOND AMENDMENT TO THE 2013 CONVERTIBLE PROMISSORY NOTE AND THE 2014 CONVERTIBLE PROMISSORY NOTE, DATED FEBRUARY 5, 2020, BETWEEN THE COMPANY AND T1 INVESTMENT, LLC

SECOND AMENDMENT TO THE 2013 CONVERTIBLE PROMISSORY NOTE, THE 2014 CONVERTIBLE PROMISSORY NOTE AND THE 2015 CONVERTIBLE PROMISSORY NOTE, DATED FEBRUARY 5, 2020, BETWEEN THE COMPANY AND WH&W PRIVATE MARKET INVESTMENT FUND I, LLC

2015 CONVERTIBLE PROMISSORY NOTE, DATED MARCH 2, 2015

2015 CONVERTIBLE PROMISSORY NOTE, DATED MARCH 31, 2015

2020 ROLLOVER CONVERTIBLE PROMISSORY NOTE, DATED FEBRUARY 5, 2020

FORM OF 2022 CONVERTIBLE PROMISSORY NOTE, DATED FEBRUARY 28, 2022

FORM OF DECATHLON ALPHA II, L.P. WARRANT

FORM OF 2023 WARRANT FOR PURCHASE OF SHARES OF CLASS A COMMON STOCK

OPINION OF ELLENOFF GROSSMAN & SCHOLE LLP

FORM OF EMPLOYMENT AGREEMENT BY AND BETWEEN THE REGISTRANT AND MICHAEL FELDMAN

FORM OF EMPLOYMENT AGREEMENT BY AND BETWEEN THE REGISTRANT AND JAMES MORRIS

FORM OF EMPLOYMENT AGREEMENT BY AND BETWEEN THE REGISTRANT AND ADAM LORITSCH

REVENUE LOAN AND SECURITY AGREEMENT WITH DECATHLON ALPHA II, L.P. INCLUDING AMENDMENTS 1 THROUGH 8 THERETO

FORM OF INDEMNIFICATION AGREEMENT

2014 STOCK INCENTIVE PLAN

2019 STOCK INCENTIVE PLAN

FORM OF 2023 EQUITY INCENTIVE PLAN

FORM OF DEBT CONVERSION AGREEMENT BETWEEN THE COMPANY AND DECATHLON ALPHA III, L.P

FORM OF DEBT CONVERSION AGREEMENT BETWEEN THE COMPANY, CHRISTOPHER MCKEE, AND WH&W PRIVATE MARKET INVESTMENT FUND I, LLC

FORM OF 2023 NOTE CONVERSION AGREEMENT

FORM OF 2023 NOTE CONVERSION AGREEMENT BETWEEN THE COMPANY AND ROSS ANNABLE

FORM OF 2023 WARRANT CANCELLATION AGREEMENT

FORM OF CODE OF BUSINESS CONDUCT AND ETHICS

CONSENT OF BF BORGERS CPA PC

FORM OF AUDIT COMMITTEE CHARTER

FORM OF COMPENSATION COMMITTEE CHARTER

FORM OF NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

CONSENT OF DAVID ALMAGOR TO BE NAMED AS A DIRECTOR NOMINEE

CONSENT OF TRACY CLIFFORD TO BE NAMED AS A DIRECTOR NOMINEE

FILING FEE TABLE

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