Exhibit  10.1


 


SUBSCRIPTION
AGREEMENT


 


Shuttle
Pharmaceuticals Holdings, Inc.


One
Research Court, Suite 450


Rockville,
MD 20850


 


This
Subscription Agreement (this “Agreement”) has been executed by the subscriber set forth on the signature
page hereof (the “Subscriber”) in connection with the private placement offering (the “Offering”)
of a minimum of $7,000,000 (the “Minimum Offering”) of Units of securities (the “Units”)
issued by Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), at a purchase
price of $1,000 per Unit (the “Purchase Price”). Each Unit consists of (i) one share of the Company’s
Series A Convertible Preferred Stock, par value $0.00001 per share, with a Stated Value of $1,000 per share (the “Series
A Preferred Stock”), and (ii) a warrant, substantially in the form of Exhibit A hereto (the “Warrant”),
representing the right to purchase a number of shares of the Company’s common stock, par value $0.00001 per share (“Common
Stock”), equal to the number of shares into which a share of Series A Preferred Stock will be converted, with such
Warrant to be issued upon the earlier of (a) the closing of the sale of shares of Common Stock to the public at a price per share
of at least $13.88 (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar
recapitalization with respect to the Common Stock), in a firm commitment underwritten public offering pursuant to an effective
registration statement under the Securities Act, resulting in gross proceeds (before underwriters’ discount, commissions
and expenses) to the Company of at least the difference between $15,000,000 and the gross proceeds of this Offering (a “Qualified
IPO”), or (b) listing (a “Listing”) of the Common Stock on the New York Stock Exchange,
NYSE American, Nasdaq Global Select Market, Nasdaq Global Market or Nasdaq Capital Market (a “Qualified Exchange”).
Such Warrant shall be exercisable for a period of three (3) years from the date of issuance at the per share price of the Company’s
initial public offering (“IPO”) or, if a Qualified IPO has not yet occurred, at $20.82/per share. Each share
of Series A Preferred Stock is convertible into shares of Common Stock (the “Conversion Shares”) at
a conversion price and on the other terms set forth in the Certificate of Designations (as defined below). The certificate of
designations setting forth the resolution of the Board of Directors of the Company establishing the Series A Preferred Stock and
stating the number of authorized shares thereof and the voting powers, designations, preferences, limitations, restrictions and
relative rights of the Series A Preferred Stock (the “Certificate of Designations”) shall be substantially
in the form of Exhibit B hereto.


 


The
minimum subscription is $50,000 (50 Units). The Company may accept subscriptions for less than $50,000 in its sole discretion.


 


The
Units being subscribed for pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended (the
“Securities Act”). The Offering is being made on a reasonable best efforts basis to “accredited
investors,” as defined in Regulation D under the Securities Act in reliance upon the exemption from securities registration
afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D. The Subscriber acknowledges receipt
of a copy of the Registration Rights Agreement, substantially in the form of Exhibit C hereto (the “Registration
Rights Agreement”).


 






     


     


    

 


Each
closing of the Offering (a “Closing,” and the date on which such Closing occurs hereinafter referred
to as the “Closing Date”) shall take place at the offices of CKR Law LLP, at 1330 Avenue of the Americas,
New York, New York 10019 (or such other place as is mutually agreed to by the Company and the Placement Agent (as defined below)).


 


The
initial Closing will not occur unless:


 


	 	a.	funds deposited in escrow as described in Section 2(b) below equal at least the Minimum Offering, and corresponding documentation with respect to such amounts has been delivered by the Subscriber and other “Subscribers” under Subscription Agreements of like tenor with this Agreement (collectively, the “Subscribers”) as described in Section 2(a) below; and
	 	 	 
	 	b.	the other conditions set forth in Sections 7 and 8 shall have been satisfied.




 


Thereafter,
the Company may conduct one or more additional Closings for the sale of the Units up to the Maximum Offering amount until the
termination of the Offering, and then for the sale of Units upon any exercise of the Option.


 


Any
written disclosure schedules or other written information documents delivered to the Subscriber prior to Subscriber’s execution
of this Agreement, and any such document delivered to the Subscriber after Subscriber’s execution of this Agreement and
prior to the Closing of the Subscriber’s subscription hereunder, are collectively referred to as the “Disclosure
Materials.”


 


“Business
Day” means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction
of business.


 


	1.	Subscription.
    The undersigned Subscriber hereby subscribes to purchase the number of Units set forth on the Omnibus Signature Page attached
    hereto, for the aggregate Purchase Price as set forth on such Omnibus Signature Page, subject to the terms and conditions
    of this Agreement and on the basis of the representations, warranties, covenants and agreements contained herein.
	 	 
	2.	Subscription
    Procedure. To complete a subscription for the Units, the Subscriber must fully comply with the subscription procedure
    provided in this Section on or before the Closing Date for Subscriber’s Units.



 


		a.	Subscription
                                         Documents. On or before the Closing Date, the Subscriber shall review, complete and
                                         execute the Omnibus Signature Page to this Agreement, the Investor Profile, Anti-Money
                                         Laundering Form and Accredited Investor Certification, each attached hereto following
                                         the Omnibus Signature Page (collectively, the “Subscription Documents”),
                                         and deliver the Subscription Documents to the Company’s attorneys, CKR Law LLP
                                         (“CKR”), at the address set forth under the caption “How
                                         to subscribe for Units in the private offering of Shuttle Pharmaceuticals Holdings, Inc.”
                                         below. Executed documents may be delivered to CKR by facsimile or electronic mail (e-mail),
                                         if the Subscriber delivers the original copies of the documents to CKR as soon as practicable
                                         thereafter.



 


		b.	Purchase
                                         Price. Simultaneously with the delivery of the Subscription Documents to CKR
                                         as provided herein, and in any event on or prior to the Closing Date, the Subscriber
                                         shall deliver to CKR, in its capacity as escrow agent (the “Escrow Agent”),
                                         under an escrow agreement among the Company, the Placement Agents (as defined below and
                                         the Escrow Agent (the “Escrow Agreement”), the full Purchase
                                         Price by certified or other bank check or by wire transfer of immediately available funds,
                                         pursuant to the instructions set forth under the caption “How to subscribe for
                                         Units in the private offering of Shuttle Pharmaceuticals Holdings, Inc.” below.
                                         Such funds will be held for the Subscriber’s benefit and will be returned promptly,
                                         without interest or offset, if this Subscription Agreement is not accepted by the Company
                                         or the Offering is terminated pursuant to its terms by the Company prior to the Closing.



 






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		c.	Company
                                         Discretion. The Subscriber understands and agrees that the Company in its sole discretion
                                         reserves the right to accept or reject this or any other subscription for Units, in whole
                                         or in part, notwithstanding prior receipt by the Subscriber of notice of acceptance of
                                         this subscription. The Company shall have no obligation hereunder until the Company shall
                                         execute and deliver to the Subscriber an executed copy of this Agreement. If this subscription
                                         is rejected in whole, or if the Offering is terminated, all funds received from the Subscriber
                                         will be returned without interest or offset, and this Agreement shall thereafter be of
                                         no further force or effect. If this subscription is rejected in part, the funds for the
                                         rejected portion of this subscription will be returned without interest or offset, and
                                         this Agreement will continue in full force and effect to the extent this subscription
                                         was accepted.



 


	3.	Placement
                                         Agent. The Company intends to engage a broker-dealer licensed with FINRA as placement
                                         agent (the “Placement Agent”) for the Offering on a reasonable
                                         best efforts basis. The Company anticipates that the Placement Agent and its sub-agents
                                         will be paid at each Closing from the proceeds in the Escrow Account, a cash commission
                                         of 8% of the gross Purchase Price paid by Subscribers in the Offering and will receive
                                         warrants to purchase a number of shares of Common Stock equal to 8% of the number of
                                         Conversion Shares initially issuable upon conversion of the shares of Series A Preferred
                                         Stock contained in the Units sold in the Offering to investors, with a term of three
                                         (3) years from the relevant Closing Date, and at a per share exercise price equal to
                                         that of the Warrants issued to the Subscribers herein (the “Placement Agent
                                         Warrants”). Any sub-agent of the Placement Agent that introduces investors
                                         to the Offering will be entitled to share in the cash fees and Placement Agent Warrants
                                         attributable to those investors as described above, pursuant to the terms of an executed
                                         sub-agent agreement). The Company will also pay certain expenses of the Placement Agent.



 


	4.	Representations
                                         and Warranties of the Company. The Company hereby represents and warrants to the
                                         Subscriber, as of the date hereof and on each Closing Date after giving effect to the
                                         Merger (unless otherwise specified), the following:



 


		a.	Organization
                                         and Qualification. The Company and each of its subsidiaries is a corporation or other
                                         business entity duly organized, validly existing and in good standing under the laws
                                         of the jurisdiction of its formation, and has the requisite corporate power to own its
                                         properties and to carry on its business as now being conducted. The Company and each
                                         of its subsidiaries is duly qualified as a foreign corporation to do business and is
                                         in good standing in every jurisdiction in which the nature of the business conducted
                                         by it makes such qualification necessary, except to the extent that the failure to be
                                         so qualified or be in good standing would not have a material adverse effect on the assets,
                                         business, financial condition, results of operations or future prospects of the Company
                                         and its subsidiaries taken as a whole (a “Material Adverse Effect”).
	 	 	 



		b.	Authorization,
                                         Enforcement, Compliance with Other Instruments. (i) The Company has the requisite
                                         corporate power and authority to enter into and perform its obligations under this Agreement,
                                         the Series A Preferred Stock, the Warrants, the Registration Rights Agreement,
                                         the Escrow Agreement and each of the other agreements and documents that are exhibits
                                         hereto or thereto or are contemplated hereby or thereby or necessary or desirable to
                                         effect the transactions contemplated hereby or thereby (the “Transaction
                                         Documents”) and to issue the shares of Series A Preferred Stock contained
                                         in the Units (the “Shares”) and the Warrants, and Conversion
                                         Shares and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant
                                         Shares”), in accordance with the terms hereof and thereof, (ii) the execution
                                         and delivery by the Company of each of the Transaction Documents and the consummation
                                         by it of the transactions contemplated hereby and thereby, including, without limitation,
                                         the issuance of the Shares, the Conversion Shares, the Warrants and the Warrant Shares,
                                         have been, or will be at the time of execution of such Transaction Document, duly authorized
                                         by the Company’s Board of Directors, and no further consent or authorization is,
                                         or will be at the time of execution of such Transaction Document, required by the Company,
                                         its respective Board of Directors or its stockholders, (iii) each of the Transaction
                                         Documents will be duly executed and delivered by the Company, (iv) the Transaction Documents
                                         when executed and delivered by the Company and each other party thereto will constitute
                                         the valid and binding obligations of the Company enforceable against the Company in accordance
                                         with their terms, except as such enforceability may be limited by general principles
                                         of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation
                                         or similar laws relating to, or affecting generally, the enforcement of creditors’
                                         rights and remedies. 



 






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		c.	Capitalization.
                                         The authorized capital stock of the Company consists of 100,000,000 shares of Common
                                         Stock and 20,000,000 shares of preferred stock, par value of $0.00001 per share (the
                                         “Preferred Stock”). As of the date hereof, the Company has 18,000,000
                                         shares of Common Stock and no shares of Preferred Stock issued and outstanding. All of
                                         the outstanding shares of Common Stock of the stock of each of the Company’s subsidiaries
                                         have been duly authorized, validly issued and are fully paid and nonassessable. No shares
                                         of capital stock of the Company or any of its subsidiaries will be subject to preemptive
                                         rights or any other similar rights or any liens or encumbrances suffered or permitted
                                         by the Company; (ii) there will be no outstanding options, warrants, scrip, rights to
                                         subscribe to, calls or commitments of any character whatsoever relating to, or securities
                                         or rights convertible into, any shares of capital stock of the Company or any of its
                                         subsidiaries, or contracts, commitments, understandings or arrangements by which the
                                         Company or any of its subsidiaries is or may become bound to issue additional shares
                                         of capital stock of the Company or any of its subsidiaries, (iii) there will be no outstanding
                                         debt securities of the Company or any of its subsidiaries other than indebtedness as
                                         set forth in the Company’s audited financial statements (“Financial
                                         Statements”), (iv) other than pursuant to the Registration Rights Agreement
                                         or as set forth in Financial Statements, there will be no agreements or arrangements
                                         under which the Company or any of its subsidiaries is obligated to register the sale
                                         of any of their securities under the Securities Act, (v) except as provided in this Agreement,
                                         there will be no securities or instruments of the Company or any of its subsidiaries
                                         containing anti-dilution or similar provisions, including the right to adjust the exercise,
                                         exchange or reset price under such securities, that will be triggered by the issuance
                                         of the Units as described in this Agreement; and (vi) no co-sale right, right of first
                                         refusal or other similar right will exist with respect to the Units (or will exist with
                                         respect to the Conversion Shares or the Warrant Shares) or the issuance and sale thereof.
                                         Upon request, the Company will make available to the Subscriber true and correct copies
                                         of the Company’s Certificate of Incorporation, and as in effect on the date hereof
                                         (the “Certificate of Incorporation”), and the Company’s
                                         By-laws, as in effect on the date hereof (the “By-laws”), and
                                         the terms of all securities exercisable for Common Stock and the material rights of the
                                         holders thereof in respect thereto other than stock options issued to officers, directors,
                                         employees and consultants.



 


		d.	Issuance
                                         of Securities. The Shares and the Warrants are duly authorized and, upon issuance
                                         in accordance with the terms hereof, shall be duly issued, fully paid and nonassessable,
                                         and are free and clear of all taxes, liens and charges with respect to the issue thereof.
                                         Upon issuance of the Conversion Shares upon conversion of the Shares, in accordance with
                                         the terms of the Certificate of Designations, the Conversion Shares will be duly issued,
                                         fully paid and nonassessable, and will be free from all taxes, liens and charges with
                                         respect to the issue thereof. Upon issuance of the Warrant Shares upon exercise of the
                                         Warrants, against payment therefor and in accordance with the terms of the Warrants,
                                         the Warrant Shares will be duly issued, fully paid and nonassessable, and will be free
                                         from all taxes, liens and charges with respect to the issue thereof. 



 






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		e.	No
                                         Conflicts. The execution, delivery and performance of each of the Transaction Documents
                                         by the Company, and the consummation by the Company of the transactions contemplated
                                         hereby and thereby will not (i) result in a violation of the Certificate of Incorporation
                                         or the By-laws (or equivalent constitutive document) of the Company or any of its subsidiaries
                                         or (ii) violate or conflict with, or result in a breach of any provision of, or constitute
                                         a default (or an event which with notice or lapse of time or both would become a default)
                                         under, or give to others any rights of termination, amendment, acceleration or cancellation
                                         of, any agreement, indenture or instrument to which the Company or any subsidiary is
                                         a party, except for those which would not reasonably be expected to have a Material Adverse
                                         Effect, or (iii) result in a violation of any law, rule, regulation, order, judgment
                                         or decree (including U.S. federal and state securities laws and regulations) applicable
                                         to the Company or any subsidiary or by which any property or asset of the Company or
                                         any subsidiary is bound or affected except for those which could not reasonably be expected
                                         to have a Material Adverse Effect. Except those which could not reasonably be expected
                                         to have a Material Adverse Effect, neither the Company nor any subsidiary is in violation
                                         of any term of or in default under its constitutive documents. Except those which could
                                         not reasonably be expected to have a Material Adverse Effect, neither the Company nor
                                         any subsidiary is in violation of any term of or in default under any material contract,
                                         agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or
                                         any statute, rule or regulation applicable to the Company or any subsidiary. The business
                                         of the Company and its subsidiaries is not being conducted, and shall not be conducted
                                         in violation of any law, ordinance, or regulation of any governmental entity, except
                                         for any violation which could not reasonably be expected, individually or in the aggregate,
                                         to have a Material Adverse Effect. Except as specifically contemplated by this Agreement
                                         and as required under the Securities Act and any applicable state securities laws, neither
                                         the Company nor any of its subsidiaries is required to obtain any consent, authorization
                                         or order of, or make any filing or registration with, any court or governmental agency
                                         in order for it to execute, deliver or perform any of its obligations under or contemplated
                                         by this Agreement or the other Transaction Documents in accordance with the terms hereof
                                         or thereof. Neither the execution and delivery by the Company of the Transaction Documents,
                                         nor the consummation by the Company of the transactions contemplated hereby or thereby,
                                         will require any notice, consent or waiver under any contract or instrument to which
                                         the Company or any subsidiary is a party or by which the Company or any subsidiary is
                                         bound or to which any of their assets is subject, except for any notice, consent or waiver
                                         the absence of which would not reasonably be expected, individually or in the aggregate,
                                         to have a Material Adverse Effect and would not adversely affect the consummation of
                                         the transactions contemplated hereby or thereby. All consents, authorizations, orders,
                                         filings and registrations which the Company or any of its subsidiaries is required to
                                         obtain pursuant to the preceding two sentences have been or will be obtained or effected
                                         on or prior to the Closing. 



 


		f.	Absence
                                         of Litigation. There is no action, suit, claim, inquiry, notice of violation, proceeding
                                         (including any partial proceeding such as a deposition) or investigation before or by
                                         any court, public board, governmental or administrative agency, self-regulatory organization,
                                         arbitrator, regulatory authority, stock market, stock exchange or trading facility (an
                                         “Action”) now pending or, to the knowledge of the Company,
                                         threatened, against or affecting the Company or any of its subsidiaries, wherein an unfavorable
                                         decision, ruling or finding would (i) adversely affect the validity or enforceability
                                         of, or the authority or ability of the Company to perform its obligations under this
                                         Agreement or any of the other Transaction Documents, or (ii) have a Material Adverse
                                         Effect.



 






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		g.	Acknowledgment
                                         Regarding Subscriber’s Purchase of the Units. The Company acknowledges and
                                         agrees that each Subscriber is acting solely in the capacity of an arm’s length
                                         purchaser with respect to the Transaction Documents and the transactions contemplated
                                         hereby and thereby. The Company further acknowledges that each Subscriber is not acting
                                         as a financial advisor or fiduciary of the Company (or in any similar capacity) with
                                         respect to the Transaction Documents and the transactions contemplated hereby and thereby
                                         and any advice given by such Subscriber or any of their respective representatives or
                                         agents in connection with the Transaction Documents and the transactions contemplated
                                         hereby and thereby is merely incidental to such Subscriber’s purchase of the Units
                                         (and the Conversion Shares and the Warrant Shares). 



 


		h.	No
                                         General Solicitation. Neither the Company, nor any of its “affiliates”
                                         (as defined in Rule 144 under the Securities Act), nor, to the knowledge of the Company,
                                         any person acting on its or their behalf, has engaged in any form of general solicitation
                                         or general advertising (within the meaning of Regulation D) in connection with the offer
                                         or sale of the Units.



 


		i.	No
                                         Integrated Offering. Neither the Company, nor any of its affiliates, nor to the knowledge
                                         of the Company, any person acting on its or their behalf has, directly or indirectly,
                                         made any offers or sales of any security or solicited any offers to buy any security,
                                         under circumstances that would require registration of the Units or the securities contained
                                         therein under the Securities Act or cause this offering of the Units or the securities
                                         contained therein to be integrated with prior offerings by the Company for purposes of
                                         the Securities Act.



 


		j.	Employee
                                         Relations. Neither the Company nor any subsidiary is involved in any labor dispute
                                         nor, to the knowledge of the Company, is any such dispute threatened. Neither the Company
                                         nor any subsidiary is party to any collective bargaining agreement. The Company’s
                                         and/or its subsidiaries’ employees are not members of any union, and the Company
                                         believes that its and its subsidiaries’ relationship with their respective employees
                                         is good.



 


		k.	Permits.
                                         The Company and its subsidiaries have all authorizations, approvals, clearances, licenses,
                                         permits, certificates or exemptions (including manufacturing approvals and authorizations,
                                         pricing and reimbursement approvals, labeling approvals, registration notifications or
                                         their foreign equivalent) issued by any regulatory authority or governmental agency (collectively,
                                         “Permits”) required to conduct their respective businesses
                                         as currently conducted except to the extent that the failure to have such Permits would
                                         not have a Material Adverse Effect. Except as set forth in the Financial Reports, the
                                         Company or its subsidiaries have fulfilled and performed in all material respects their
                                         obligations under each Permit, and, as of the date hereof, to the knowledge of the Company,
                                         no event has occurred or condition or state of facts exists which would constitute a
                                         breach or default or would cause revocation or termination of any such Permit except
                                         to the extent that such breach, default, revocation or termination would not have a Material
                                         Adverse Effect. 



 


		l.	Title.
                                         Except as set forth in Schedule 4(k), each of the Company and its subsidiaries has good
                                         and marketable title to all of its real and personal property and assets, free and clear
                                         of any material restriction, mortgage, deed of trust, pledge, lien, security interest
                                         or other charge, claim or encumbrance which would have a Material Adverse Effect. Except
                                         as set forth in the Financial Reports, with respect to properties and assets it leases,
                                         each of the Company and its subsidiaries is in material compliance with such leases and
                                         holds a valid leasehold interest free of any liens, claims or encumbrances which would
                                         have a Material Adverse Effect.



 






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		m.	Financial
                                         Statements. The Financial Statements of the Company , as disclosed to the Subscriber
                                         as part of the Disclosure Materials, comply in all material respects with applicable
                                         accounting requirements and the rules and regulations of the U.S. generally accepted
                                         accounting principles (“GAAP”) with respect thereto as in effect at the time
                                         of filing. Such financial statements have been prepared in accordance with GAAP applied
                                         on a consistent basis during the periods involved, except as may be otherwise specified
                                         in such financial statements or the notes thereto and except that unaudited financial
                                         statements may not contain all footnotes required by GAAP, and fairly present in all
                                         material respects the financial position of the Company and its consolidated subsidiaries
                                         taken as a whole as of and for the dates thereof and the results of operations and cash
                                         flows for the periods then ended, subject, in the case of unaudited statements, to normal,
                                         year-end audit adjustments. [The pro forma financial information and the related notes,
                                         if any, included in the Financial Statements have been properly compiled and prepared
                                         in accordance with the applicable requirements of the Securities Act and the regulations
                                         promulgated thereunder and fairly present in all material respects the information shown
                                         therein, and the assumptions used in the preparation thereof are reasonable and the adjustments
                                         used therein are appropriate to give effect to the transactions and circumstances referred
                                         to therein.



 


		n.	Rights
                                         of First Refusal. The Company is not obligated to offer the securities offered hereunder
                                         on a right of first refusal basis or otherwise to any third parties including, but not
                                         limited to, current or former stockholders of the Company, underwriters, brokers, agents
                                         or other third parties.



 


		o.	Reliance.
                                         The Company acknowledges that the Subscriber is relying on the representations and warranties
                                         made by the Company hereunder and that such representations and warranties are a material
                                         inducement to the Subscriber purchasing the Units. The Company further acknowledges that
                                         without such representations and warranties of the Company made hereunder, the Subscribers
                                         would not enter into this Agreement.



 


		p.	Material
                                         Changes. Since the respective date of the latest balance sheet included in the Financial
                                         Statements, except as specifically disclosed herein or in the Financial Statements,
                                         (i) there have been no events, occurrences or developments that have had or would reasonably
                                         be expected to have a Material Adverse Effect with respect to the Company, (ii) there
                                         have not been any changes in the authorized capital, assets, financial condition, business
                                         or operations of the Company from that reflected in the financial statements contained
                                         within the Financial Statements except changes in the ordinary course of business which
                                         have not been, either individually or in the aggregate, materially adverse to the business,
                                         properties, financial condition or results of operations of the Company, (iii) neither
                                         the Company or any subsidiary has incurred any material liabilities (contingent or otherwise)
                                         other than (A) trade payables, accrued expenses and other liabilities incurred in the
                                         ordinary course of business consistent with past practice and (B) liabilities not required
                                         to be reflected in the financial statements of the Company, as applicable, pursuant to
                                         GAAP or to be disclosed in the Financial Statements, (iv) neither the Company nor any
                                         subsidiary has materially altered its method of accounting or the manner in which it
                                         keeps its accounting books and records, and (v) neither the Company or any subsidiary
                                         has declared or made any dividend or distribution of cash or other property to its stockholders
                                         or purchased, redeemed or made any agreements to purchase or redeem any shares of its
                                         capital stock (other than in connection with repurchases of unvested stock issued to
                                         employees of the Company).



 






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		q.	Brokers’
                                         Fees. The Company does not have any liability or obligation to pay any fees or commissions
                                         to any broker, finder or agent with respect to the transactions contemplated by this
                                         Agreement, except for the payment of fees to the Placement Agent as described above.



 


		r.	Off-Balance
                                         Sheet Arrangements. There is no transaction, arrangement, or other relationship between
                                         the Company or any subsidiary and an unconsolidated or other off-balance sheet entity
                                         that is required to be disclosed by the Company in the Financial Statements and is not
                                         so disclosed or that otherwise would have a Material Adverse Effect.



 


		s.	Investment
                                         Company. The Company is not required to be registered as, and is not an affiliate
                                         of, and immediately following the Closing will not be required to register as, an “investment
                                         company” within the meaning of the Investment Company Act of 1940, as amended.



 


		t.	Reliance.
                                         The Company acknowledges that the Purchaser is relying on the representations and warranties
                                         made by the Company hereunder and that such representations and warranties are a material
                                         inducement to the Purchaser purchasing the Shares. The Company further acknowledges that
                                         without such representations and warranties of the Company made hereunder, the Purchaser
                                         would not enter into this Agreement. 



 


	5.	Representations,
                                         Warranties and Agreements of the Subscriber. The Subscriber represents and warrants
                                         to, and agrees with, the Company the following:



 


		a.	The
                                         Subscriber, its advisers, if any, and its designated representatives, if any, have the
                                         knowledge and experience in financial and business matters necessary to evaluate the
                                         merits and risks of its prospective investment in the Company, and have carefully reviewed
                                         and understand the risks of, and other considerations relating to, the purchase of Units
                                         and the tax consequences of the investment, and have the ability to bear the economic
                                         risks of the investment.



 


		b.	The
                                         Subscriber is acquiring the Units, and upon conversion of the Shares, the Conversion
                                         Shares, and upon exercise of the Warrants, the Warrant Shares, for investment for its
                                         own account and not with the view to, or for resale in connection with, any distribution
                                         thereof. The Subscriber understands and acknowledges that the Offering and sale of the
                                         Units, the Shares and the Warrants have not been, and the Conversion Shares and the Warrant
                                         Shares will not be, registered under the Securities Act or any state securities laws,
                                         by reason of a specific exemption from the registration provisions of the Securities
                                         Act and applicable state securities laws, which depends upon, among other things, the
                                         bona fide nature of the investment intent as expressed herein. The Subscriber further
                                         represents that it does not have any contract, undertaking, agreement or arrangement
                                         with any person to sell, transfer or grant participation to any third person with respect
                                         to any of the Units, the Shares, the Conversion Shares, the Warrants or the Warrant Shares.
                                         The Subscriber understands and acknowledges that the offering of the Units pursuant to
                                         this Agreement will not be registered under the Securities Act nor under the state securities
                                         laws on the ground that the sale provided for in this Agreement and the issuance of securities
                                         hereunder is exempt from the registration requirements of the Securities Act and any
                                         applicable state securities laws.



 


		c.	The
                                         Subscriber is an “accredited investor” as defined in Rule 501 of Regulation
                                         D as promulgated by the SEC under the Securities Act, for the reason(s) specified on
                                         the Accredited Investor Certification attached hereto as completed by Subscriber,
                                         and Subscriber shall submit to the Company such further assurances of such status as
                                         may be reasonably requested by the Company. The Subscriber further acknowledges and understands
                                         that it is required to be an “accredited investor” at the time it exercises
                                         the Warrants. The Subscriber resides in the jurisdiction set forth on the Subscriber’s
                                         Omnibus Signature Page affixed hereto. The Purchaser has not taken any of the actions
                                         set forth in, and is not subject to, the disqualification provisions of Rule 506(d)(1)
                                         of the Securities Act.



 






    8


     


    

 


		d.	The
                                         Subscriber (i) if a natural person, represents that he or she is the greater of (A) 21
                                         years of age or (B) the age of legal majority in his or her jurisdiction of residence,
                                         and has full power and authority to execute and deliver this Agreement and all other
                                         related agreements or certificates and to carry out the provisions hereof and thereof;
                                         (ii) if a corporation, partnership, or limited liability company or partnership, or association,
                                         joint stock company, trust, unincorporated organization or other entity, represents that
                                         such entity was not formed for the specific purpose of acquiring the Units, such entity
                                         is duly organized, validly existing and in good standing under the laws of the state
                                         or jurisdiction of its organization, the consummation of the transactions contemplated
                                         hereby is authorized by, and will not result in a violation of state law or its charter
                                         or other organizational documents, such entity has full power and authority to execute
                                         and deliver this Agreement and all other related agreements or certificates and to carry
                                         out the provisions hereof and thereof and to purchase and hold the Units, the execution
                                         and delivery of this Agreement has been duly authorized by all necessary action, this
                                         Agreement has been duly executed and delivered on behalf of such entity and is a legal,
                                         valid and binding obligation of such entity; or (iii) if executing this Agreement in
                                         a representative or fiduciary capacity, represents that it has full power and authority
                                         to execute and deliver this Agreement in such capacity and on behalf of the subscribing
                                         individual, ward, partnership, trust, estate, corporation, or limited liability company
                                         or partnership, or other entity for whom the Subscriber is executing this Agreement,
                                         and such individual, partnership, ward, trust, estate, corporation, or limited liability
                                         company or partnership, or other entity has full right and power to perform pursuant
                                         to this Agreement and make an investment in the Company, and represents that this Agreement
                                         constitutes a legal, valid and binding obligation of such entity. The execution and delivery
                                         of this Agreement will not violate or be in conflict with any order, judgment, injunction,
                                         agreement or controlling document to which the Subscriber is a party or by which it is
                                         bound.



 


		e.	The
                                         Subscriber understands that the Units are being offered and sold to it in reliance on
                                         specific exemptions from the registration requirements of United States federal and state
                                         securities laws and that the Company is relying in part upon the truth and accuracy of,
                                         and such Subscriber’s compliance with, the representations, warranties, agreements,
                                         acknowledgments and understandings of such Subscriber set forth herein in order to determine
                                         the availability of such exemptions and the eligibility of such Subscriber to acquire
                                         such securities. The Subscriber further acknowledges and understands that the Company
                                         is relying on the representations and warranties made by the Subscriber hereunder and
                                         that such representations and warranties are a material inducement to the Company to
                                         sell the Units to the Subscriber. The Subscriber further acknowledges that without such
                                         representations and warranties of the Subscriber made hereunder, the Company would not
                                         enter into this Agreement with the Subscriber.



 


		f.	The
                                         Subscriber understands that no public market now exists, and that there will never be
                                         a public market for, the Units or the Warrants, and that there can be no assurance that
                                         an active public market for the Common Stock will develop or otherwise be established
                                         in the future.



 






    9


     


    

 


		g.	The
                                         Subscriber, its advisers, if any, and its designated representatives, if any, have received
                                         and reviewed information about the Company, including all Disclosure Materials, and have
                                         had an opportunity to discuss the Company’s business, management and financial
                                         affairs with the Company’s management. The Subscriber understands that such discussions,
                                         as well as any Disclosure Material provided by the Company, were intended to describe
                                         the aspects of the Company’s business and prospects which the Company believes
                                         to be material, but were not necessarily a thorough or exhaustive description, and except
                                         as expressly set forth in this Agreement, the Company makes no representation or warranty
                                         with respect to the completeness of such information and makes no representation or warranty
                                         of any kind with respect to any information provided by any entity other than the Company.
                                         Some of such information may include projections as to the future performance of the
                                         Company, which projections may not be realized, may be based on assumptions which may
                                         not be correct and may be subject to numerous factors beyond the Company’s control.
                                         Additionally, the Subscriber understands and represents that it is purchasing the Units
                                         notwithstanding the fact that the Company may disclose in the future certain material
                                         information the Subscriber has not received, including (without limitation) financial
                                         statements of the Company a for the current or prior fiscal periods, and any subsequent
                                         period financial statements that will be filed with the Securities and Exchange Commission,
                                         that it is not relying on any such information in connection with its purchase of the
                                         Units and that it waives any right of action with respect to the nondisclosure to it
                                         prior to its purchase of the Units of any such information. Each Subscriber has sought
                                         such accounting, legal and tax advice as it has considered necessary to make an informed
                                         investment decision with respect to its acquisition of the Units.



 


		h.	The
                                         Subscriber acknowledges that the Company is not acting as a financial advisor or fiduciary
                                         of the Subscriber (or in any similar capacity) with respect to the Transaction Documents
                                         and the transactions contemplated hereby and thereby and no investment advice has been
                                         given by the Company or any of its representatives or agents in connection with the Transaction
                                         Documents and the transactions contemplated hereby and thereby. The Subscriber further
                                         represents to the Company that the Subscriber’s decision to enter into the Transaction
                                         Documents has been based solely on the independent evaluation by the Subscriber and its
                                         representatives.



 


		i.	As
                                         of the Closing, all actions on the part of Subscriber, and its officers, directors and
                                         partners, if applicable, necessary for the authorization, execution and delivery of this
                                         Agreement and the Registration Rights Agreement and the performance of all obligations
                                         of the Subscriber hereunder and thereunder shall have been taken, and this Agreement
                                         and the Registration Rights Agreement, assuming due execution by the parties hereto and
                                         thereto, constitute valid and legally binding obligations of the Subscriber, enforceable
                                         in accordance with their respective terms, subject to: (i) judicial principles limiting
                                         the availability of specific performance, injunctive relief, and other equitable remedies
                                         and (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws now
                                         or hereafter in effect generally relating to or affecting creditors’ rights.



 






    10


     


    

 


		j.	Subscriber
                                         represents that neither it nor, to its knowledge, any person or entity controlling, controlled
                                         by or under common control with it, nor any person having a beneficial interest in it,
                                         nor any person on whose behalf the Subscriber is acting: (i) is a person listed in the
                                         Annex to Executive Order No. 13224 (2001) issued by the President of the United States
                                         (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit,
                                         Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated
                                         Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control;
                                         (iii) is a non-U.S. shell bank or is providing banking services indirectly to a non-U.S.
                                         shell bank; (iv) is a senior non-U.S. political figure or an immediate family member
                                         or close associate of such figure; or (v) is otherwise prohibited from investing in the
                                         Company pursuant to applicable U.S. anti-money laundering, anti-terrorist and asset control
                                         laws, regulations, rules or orders (categories (i) through (v), each a “Prohibited
                                         Subscriber”). The Subscriber agrees to provide the Company, promptly upon
                                         request, all information that the Company reasonably deems necessary or appropriate to
                                         comply with applicable U.S. anti-money laundering, anti-terrorist and asset control laws,
                                         regulations, rules and orders. The Subscriber consents to the disclosure to U.S. regulators
                                         and law enforcement authorities by the Company and its affiliates and agents of such
                                         information about the Subscriber as the Company reasonably deems necessary or appropriate
                                         to comply with applicable U.S. anti-money laundering, anti-terrorist and asset control
                                         laws, regulations, rules and orders. If the Subscriber is a financial institution that
                                         is subject to the USA Patriot Act, the Subscriber represents that it has met all of its
                                         obligations under the USA Patriot Act. The Subscriber acknowledges that if, following
                                         its investment in the Company, the Company reasonably believes that the Subscriber is
                                         a Prohibited Subscriber or is otherwise engaged in suspicious activity or refuses to
                                         promptly provide information that the Company requests, the Company has the right or
                                         may be obligated to prohibit additional investments, segregate the assets constituting
                                         the investment in accordance with applicable regulations or immediately require the Subscriber
                                         to transfer the Shares, the Conversion Shares, the Warrants and/or the Warrant Shares.
                                         The Subscriber further acknowledges that the Subscriber will have no claim against the
                                         Company or any of its affiliates or agents for any form of damages as a result of any
                                         of the foregoing actions.



 


If
the Subscriber is affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if the Subscriber
receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, the Subscriber
represents and warrants to the Company that: (1) the Foreign Bank has a fixed address, other than solely an electronic address,
in a country in which the Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating records
related to its banking activities; (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign
Bank to conduct banking activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that
does not have a physical presence in any country and that is not a regulated affiliate.


 


		k.	The
                                         Subscriber or its duly authorized representative recognizes that, as the Company is in
                                         its early stages of development and, as there has yet to develop a public or private
                                         market in the Company’s securities, there can be no assurance that any such market
                                         will develop in the foreseeable future. Furthermore, there can be no assurance that the
                                         Company will ever consummate a public offering or become an SEC-reporting issuer. The
                                         Subscriber has carefully considered such risk before deciding to invest in the Shares.



 


		l.	The
                                         Subscriber has adequate means of providing for its current and anticipated financial
                                         needs and contingencies, is able to bear the economic risk for an indefinite period of
                                         time and has no need for liquidity of the investment in the Units and could afford complete
                                         loss of such investment.



 


		m.	The
                                         Subscriber is not subscribing for Units as a result of or subsequent to any advertisement,
                                         article, notice or other communication, published in any newspaper, magazine or similar
                                         media or broadcast over television, radio, or the internet, or presented at any seminar
                                         or meeting, or any solicitation of a subscription by a person not previously known to
                                         the Subscriber in connection with investments in securities generally.



 


		n.	The
                                         Subscriber acknowledges that no U.S. federal or state agency or any other government
                                         or governmental agency has passed upon the Units, the Shares, the Conversion Shares,
                                         the Warrants or the Warrant Shares or made any finding or determination as to the fairness,
                                         suitability or wisdom of any investments therein.



 






    11


     


    

 


		o.	Other
                                         than consummating the transactions contemplated hereunder, the Subscriber has not directly
                                         or indirectly, nor has any individual or entity acting on behalf of or pursuant to any
                                         understanding with such Subscriber, executed any purchases or sales, including Short
                                         Sales, of the securities of the Company during the period commencing as of the time that
                                         such Subscriber first received a term sheet (written or oral) from the Company or any
                                         other individual or entity representing the Company setting forth the material terms
                                         of the transactions contemplated hereunder and ending immediately prior to the execution
                                         hereof. Notwithstanding the foregoing, in the case of a Subscriber that is a multi-managed
                                         investment vehicle whereby separate portfolio managers manage separate portions of such
                                         Subscriber’s assets and the portfolio managers have no direct knowledge of the
                                         investment decisions made by the portfolio managers managing other portions of such Subscriber’s
                                         assets, the representation set forth above shall only apply with respect to the portion
                                         of assets managed by the portfolio manager that made the investment decision to purchase
                                         the Shares covered by this Agreement. Other than to other individuals or entities party
                                         to this Agreement, such Subscriber has maintained the confidentiality of all disclosures
                                         made to it in connection with this transaction (including the existence and terms of
                                         this transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained
                                         herein shall constitute a representation or warranty, or preclude any actions, with respect
                                         to the identification of the availability of, or securing of, available shares to borrow
                                         in order to effect Short Sales or similar transactions in the future. For purposes of
                                         this Agreement, “Short Sales” means all “short sales”
                                         as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed
                                         to include the location and/or reservation of borrowable shares of Common Stock).



 


		p.	The
                                         Subscriber agrees to be bound by all of the terms and conditions of the Registration
                                         Rights Agreement and the Warrants and to perform all obligations thereby imposed upon
                                         it.



 


		q.	The
                                         Subscriber is aware that the anti-manipulation rules of Regulation M under the Exchange
                                         Act may apply to sales of the Conversion Shares and Warrant Shares and other activities
                                         with respect to such shares held by the Subscriber.



 


		r.	All
                                         of the information concerning the Subscriber set forth herein, and any other information
                                         furnished by the Subscriber in writing to the Company or the Placement Agent for use
                                         in connection with the transactions contemplated by this Agreement, or which is set forth
                                         herein is true, correct and complete in all material respects as of the date of this
                                         Agreement, and, if there should be any material change in such information prior to the
                                         admission of the undersigned to the Company, the Subscriber will immediately furnish
                                         revised or corrected information to the Company.



 


		s.	(For
                                         ERISA plans only) The fiduciary of the ERISA plan (the “Plan”)
                                         represents that such fiduciary has been informed of and understands the Company’s
                                         investment objectives, policies and strategies, and that the decision to invest “plan
                                         assets” (as such term is defined in ERISA) in the Company is consistent with the
                                         provisions of ERISA that require diversification of plan assets and impose other fiduciary
                                         responsibilities. The Subscriber fiduciary or Plan (a) is responsible for the decision
                                         to invest in the Company; (b) is independent of the Company or any of its affiliates;
                                         (c) is qualified to make such investment decision; and (d) in making such decision, the
                                         Subscriber fiduciary or Plan has not relied primarily on any advice or recommendation
                                         of the Company or any of its affiliates.



 






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	6.	Transfer
                                         Restrictions. The Subscriber acknowledges and agrees as follows:



 


		a.	The
                                         Units, the Shares, the Conversion Shares, the Warrants and the Warrant Shares have not
                                         been registered for sale under the Securities Act, in reliance on the private offering
                                         exemption in Section 4(a)(2) thereof; other than as expressly provided for in the Registration
                                         Rights Agreement, the Company does not currently intend to register the Units, the Shares,
                                         the Conversion Shares, the Warrants or the Warrant Shares under the Securities Act at
                                         any time in the future; and the undersigned will not immediately be entitled to the benefits
                                         of Rule 144 with respect to the Units, the Conversion Shares, the Shares, the Warrants
                                         and the Warrant Shares.



 


		b.	The
                                         Subscriber understands that there are substantial restrictions on the transferability
                                         of the Shares, the Conversion Shares, the Warrants and the Warrant Shares (collectively,
                                         the “Securities”), that the certificates representing the Securities
                                         shall bear a restrictive legend in substantially the following form (or in the case of
                                         the Warrants, as shown on the form of Warrant attached hereto) (and a stop-transfer order
                                         may be placed against transfer of such certificates or other instruments):



 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED,
ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT
AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION
OF COUNSEL, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED
OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE
SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES
ACT. 


 


In
addition, if any Subscriber is an affiliate of the Company certificates evidencing the Shares issued to such Subscriber may bear
a customary “Affiliates” legend.


 


The
legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the Securities
upon which it is stamped, if (a) such Shares are sold pursuant to a registration statement under the Securities Act, or (b) such
holder delivers to the Company an opinion of counsel, reasonably acceptable to the Company, that a disposition of the Securities
is being made pursuant to an exemption from such registration and that the Securities, after such transfer, shall no longer be
“restricted securities” within the meaning of Rule 144.


 






    13


     


    

 


	7.	Conditions
                                         to Company’s Obligations at Closing. The Company’s obligation to complete
                                         the sale and issuance of the Units and deliver the shares of Series A Preferred Stock
                                         and the Warrants to each Subscriber, individually, at each Closing shall be subject to
                                         the following conditions to the extent not waived by the Company:



 


		a.	Receipt
                                         of Payment. The Company shall have received payment, by certified or other bank check
                                         or by wire transfer of immediately available funds, in the full amount of the Purchase
                                         Price for the number of Units being purchased by such Subscriber at such Closing.



 


		b.	Representations
                                         and Warranties. The representations and warranties made by the Subscribers in Section
                                         5 hereof shall be true and correct in all material respects when made, and shall
                                         be true and correct in all material respects on such Closing Date with the same force
                                         and effect as if they had been made on and as of said date (except in each case to the
                                         extent any such representation and warranty is qualified by materiality, in which case,
                                         such representation and warranty shall be true and correct in all respects as so qualified).
                                         The Subscriber shall have performed in all material respects all obligations and covenants
                                         herein required to be performed by them on or prior to such Closing Date.



 


		c.	Receipt
                                         of Executed Documents. Such Subscriber shall have executed and delivered to the Company
                                         the Omnibus Signature Page, the Investor Profile, Anti-Money Laundering Form and Accredited
                                         Investor Certification.



 


		d.	Minimum
                                         Offering. The initial Closing shall be at least for the number of Units in the Minimum
                                         Offering at the Purchase Price.



 


		e.	Certificate
                                         of Designations. The Certificate of Designations shall have been filed with the Secretary
                                         of State of the State of Delaware.



 


		f.	Judgments.
                                         No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice
                                         or magistrate, including any bankruptcy court or judge, or any order of or by any governmental
                                         authority, shall have been issued, and no action or proceeding shall have been instituted
                                         by any governmental authority, enjoining or preventing the consummation of the transactions
                                         contemplated hereby.



 


		g.	No
                                         Short Selling. In addition, each Subscriber shall have entered into agreements with
                                         the Company whereby they will agree that they will not, for a period of 12 months following
                                         the first Closing Date, directly or indirectly, effect or agree to effect any short sale
                                         (as defined in Rule 200 under Regulation SHO of the Exchange Act), whether or not against
                                         the box, establish any “put equivalent position” (as defined in Rule 16a-1(h)
                                         under the Exchange Act) with respect to the Common Stock, borrow or pre-borrow any shares
                                         of Common Stock, or grant any other right (including, without limitation, any put or
                                         call option) with respect to the Common Stock or with respect to any security that includes,
                                         relates to or derives any significant part of its value from the Common Stock or otherwise
                                         seek to hedge its position in the Common Stock.



 


	8.	Conditions
                                         to Subscribers’ Obligations at Closing. Each Subscriber’s obligation
                                         to accept delivery of the shares of Series A Preferred Stock and the Warrants and to
                                         pay for the Units at each Closing shall be subject to the following conditions to the
                                         extent not waived by the Subscribers:



 


		a.	Representations
                                         and Warranties Correct. The representations and warranties made by the Company in
                                         Section 4 hereof shall be true and correct in all material respects (except to the extent
                                         any such representation and warranty is qualified by materiality or reference to Material
                                         Adverse Effect, in which case, such representation and warranty shall be true and correct
                                         in all respects as so qualified) as of, and as if made on, the date of this Agreement
                                         and as of such Closing Date, except to the extent any such representation or warranty
                                         expressly speaks as of an earlier date, in which case such representation or warranty
                                         shall be true and in all material respects correct as of such earlier date (except in
                                         each case to the extent any such representation and warranty is qualified by materiality
                                         or reference to Material Adverse Effect, in which case, such representation and warranty
                                         shall be true and correct in all respects as so qualified). The Company shall have performed
                                         in all material respects all obligations and covenants herein required to be performed
                                         by it on or prior to such Closing Date.



 






    14


     


    

 


		b.	Receipt
                                         of Executed Transaction Documents. The Company shall have executed and delivered
                                         to the Placement Agent the Registration Rights Agreement and the Escrow Agreement.



 


		c.	Minimum
                                         Offering. The initial Closing shall be at least for the number of shares of Common
                                         Stock in the Minimum Offering at the Purchase Price.



 


		d.	Certificate
                                         of Designations. The Certificate of Designations shall have been filed with the Secretary
                                         of State of the State of Delaware.



 


		e.	Judgments.
                                         No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice
                                         or magistrate, including any bankruptcy court or judge, or any order of or by any governmental
                                         authority, shall have been issued, and no action or proceeding shall have been instituted
                                         by any governmental authority, enjoining or preventing the consummation of the transactions
                                         contemplated hereby.



 


		f.	No
                                         Short Selling Agreements. Each of the agreements required by Section 7g hereto shall
                                         have been executed by the persons referred to therein and delivered to the Company.



 


	9.	Indemnification.
                                         The Subscriber agrees to indemnify and hold harmless the Company, the Placement Agent
                                         and any other broker, agent or finder engaged by the Company for the Offering, and their
                                         respective directors, officers, shareholders, members, partners, employees and agents
                                         (and any other persons with a functionally equivalent role of a person holding such titles
                                         notwithstanding a lack of such title or any other title), each person who controls such
                                         Purchaser (within the meaning of Section 15 of the Securities Act and Section 20
                                         of the Exchange Act), and the directors, officers, shareholders, agents, members, partners
                                         or employees (and any other persons with a functionally equivalent role of a person holding
                                         such titles notwithstanding a lack of such title or any other title) of such controlling
                                         person, from and against all losses, liabilities, claims, damages, costs, fees and expenses
                                         whatsoever (including, but not limited to, any and all expenses incurred in investigating,
                                         preparing or defending against any litigation commenced or threatened) based upon or
                                         arising out of the Subscriber’s actual or alleged false acknowledgment, representation
                                         or warranty, or misrepresentation or omission to state a material fact, or breach by
                                         the Subscriber of any covenant or agreement made by the Subscriber, contained herein
                                         or in any other any other Disclosure Materials.



 


	10.	Revocability;
                                         Binding Effect. The subscription hereunder may be revoked prior to the Closing thereon,
                                         provided that written notice of revocation is sent and is received by the Company or
                                         either of the Placement Agent at least two Business Days prior to the Closing on such
                                         subscription. The Subscriber hereby acknowledges and agrees that this Agreement shall
                                         survive the death or disability of the Subscriber and shall be binding upon and inure
                                         to the benefit of the parties and their heirs, executors, administrators, successors,
                                         legal representatives and permitted assigns. If the Subscriber is more than one person,
                                         the obligations of the Subscriber hereunder shall be joint and several and the agreements,
                                         representations, warranties and acknowledgments herein shall be deemed to be made by
                                         and be binding upon each such person and such person’s heirs, executors, administrators,
                                         successors, legal representatives and permitted assigns.



 


	11.	Modification.
                                         This Agreement shall not be modified or waived except by an instrument in writing
                                         signed by the party against whom any such modification or waiver is sought to be enforced.



 






    15


     


    

 


	12.	Immaterial
                                         Modifications to the Registration Rights Agreement. The Company may, at any time
                                         prior to the initial Closing, amend the Registration Rights Agreement if necessary to
                                         clarify any provision therein, without first providing notice or obtaining prior consent
                                         of the Subscriber.



 


	13.	Third-Party
                                         Beneficiary. The Placement Agent shall be an express third-party beneficiary of the
                                         representations and warranties included in this Agreement. This Agreement is intended
                                         for the benefit of the parties hereto and their respective successors and permitted assigns
                                         and is not for the benefit of, nor may any provision hereof be enforced by, any other
                                         Person, except as otherwise set forth in Section 9 and this Section.



 


	14.	Notices.
                                         Any notice or other communication required or permitted to be given hereunder shall
                                         be in writing and shall be mailed by certified mail, return receipt requested, or delivered
                                         against receipt to the party to whom it is to be given (a) if to the Company, at the
                                         address set forth above, with a copy to CKR Law LLP, 1330 Avenue of the Americas, New
                                         York, New York 10019, Attention: Jeffrey A. Rinde, facsimile +1-212-259-8200 or (b) if
                                         to the Subscriber, at the address set forth on the Omnibus Signature Page hereof (or,
                                         in either case, to such other address as the party shall have furnished in writing in
                                         accordance with the provisions of this Section). Any notice or other communication given
                                         by certified mail shall be deemed given at the time of certification thereof, except
                                         for a notice changing a party’s address which shall be deemed given at the time
                                         of receipt thereof.



 


	15.	Assignability.
                                         This Agreement and the rights, interests and obligations hereunder are not transferable
                                         or assignable by the Subscriber, and the transfer or assignment of the Units, the Shares,
                                         the Conversion Shares, the Warrants or the Warrant Shares shall be made only in accordance
                                         with all applicable laws.



 


	16.	Applicable
                                         Law. This Agreement shall be governed by and construed in accordance with the laws
                                         of the State of New York, without reference to the principles thereof relating to the
                                         conflict of laws.



 


	17.	Arbitration.
                                         The parties agree to submit all controversies to arbitration in accordance with the
                                         provisions set forth below and understand that:



 


		a.	Arbitration
                                         shall be final and binding on the parties.



 


		b.	The
                                         parties are waiving their right to seek remedies in court, including the right to a jury
                                         trial.



 


		c.	Pre-arbitration
                                         discovery is generally more limited and different from court proceedings.



 


		d.	The
                                         arbitrator’s award is not required to include factual findings or legal reasoning
                                         and any party’s right to appeal or to seek modification of rulings by arbitrators
                                         is strictly limited.



 


		e.	The
                                         panel of arbitrators will typically include a minority of arbitrators who were or are
                                         affiliated with the securities industry.



 


		f.	All
                                         controversies which may arise between the parties concerning this Agreement shall be
                                         determined by arbitration pursuant to the rules then pertaining to the Financial Industry
                                         Regulatory Authority in New York City, New York. Judgment on any award of any such arbitration
                                         may be entered in the Supreme Court of the State of New York or in any other court having
                                         jurisdiction of the person or persons against whom such award is rendered. Any notice
                                         of such arbitration or for the confirmation of any award in any arbitration shall be
                                         sufficient if given in accordance with the provisions of this Agreement. The parties
                                         agree that the determination of the arbitrators shall be binding and conclusive upon
                                         them. The prevailing party, as determined by such arbitrators, in a legal proceeding
                                         shall be entitled to collect any costs, disbursements and reasonable attorney’s
                                         fees from the other party. Prior to filing an arbitration, the parties hereby agree that
                                         they will attempt to resolve their differences first by submitting the matter for resolution
                                         to a mediator, acceptable to all parties, and whose expenses will be borne equally by
                                         all parties. The mediation will be held in the County of New York, State of New York,
                                         on an expedited basis. If the parties cannot successfully resolve their differences through
                                         mediation, the matter will be resolved by arbitration. The arbitration shall take place
                                         in the County of New York, State of New York, on an expedited basis.



 






    16


     


    

 


	18.	Blue
                                         Sky Qualification. The purchase of Units under this Agreement is expressly conditioned
                                         upon the exemption from qualification of the offer and sale of the Units from applicable
                                         federal and state securities laws. The Company shall not be required to qualify this
                                         transaction under the securities laws of any jurisdiction and, should qualification be
                                         necessary, the Company shall be released from any and all obligations to maintain its
                                         offer, and may rescind any sale contracted, in the jurisdiction.



 


	19.	Use
                                         of Pronouns. All pronouns and any variations thereof used herein shall be deemed
                                         to refer to the masculine, feminine, neuter, singular or plural as the identity of the
                                         person or persons referred to may require.



 


	20.	Confidentiality.
                                         The Subscriber acknowledges and agrees that any information or data the Subscriber
                                         has acquired from or about the Company or may acquire in the future, not otherwise properly
                                         in the public domain, including, without limitation, the Disclosure Materials, was received
                                         in confidence. The Subscriber agrees not to divulge, communicate or disclose, except
                                         as may be required by law or for the performance of this Agreement, or use to the detriment
                                         of the Company or for the benefit of any other person, or misuse in any way, any confidential
                                         information of the Company, including any scientific, technical, trade or business secrets
                                         of the Company and any scientific, technical, trade or business materials that are treated
                                         by the Company as confidential or proprietary, including, but not limited to, internal
                                         personnel and financial information of the Company or its affiliates, the manner and
                                         methods of conducting the business of the Company or its affiliates and confidential
                                         information obtained by or given to the Company about or belonging to third parties.
                                         The Subscriber understands that the Company may rely on Subscriber’s agreement
                                         of confidentiality to comply with the exemptive provisions of Regulation FD under the
                                         Securities Act of 1933 as set forth in Rule 100(a)(b)(2)(ii) of Regulation FD. In addition,
                                         the Subscriber acknowledges that it is aware that the United States securities laws generally
                                         prohibit any person who is in possession of material nonpublic information about a public
                                         company such as the Company from purchasing or selling securities of such company. The
                                         provisions of this Section 17 are in addition to and not in replacement of any other
                                         confidentiality agreement between the Company and the Subscriber.



 






    17


     


    

 


	21.	Miscellaneous.



 


		a.	This
                                         Agreement, together with the Registration Rights Agreement, the Warrant and any confidentiality
                                         agreement between the Purchaser and the Company, constitute the entire agreement between
                                         the Subscriber and the Company with respect to the Offering and supersede all prior oral
                                         or written agreements and understandings, if any, relating to the subject matter hereof.
                                         The terms and provisions of this Agreement may be waived, or consent for the departure
                                         therefrom granted, only by a written document executed by the party entitled to the benefits
                                         of such terms or provisions.



 


		b.	The
                                         representations and warranties of the Company and the Subscriber made in this Agreement
                                         shall survive the execution and delivery hereof and delivery of the Common Stock and
                                         the Warrants contained in the Units for a period of twelve (12) months following the
                                         Closing Date.



 


		c.	Each
                                         of the parties hereto shall pay its own fees and expenses (including the fees of any
                                         attorneys, accountants, appraisers or others engaged by such party) in connection with
                                         this Agreement and the transactions contemplated hereby, whether or not the transactions
                                         contemplated hereby are consummated.



 


		d.	This
                                         Agreement may be executed in one or more original or facsimile or by an e-mail which
                                         contains a portable document format (.pdf) file of an executed signature page counterparts,
                                         each of which shall be deemed an original, but all of which shall together constitute
                                         one and the same instrument and which shall be enforceable against the parties actually
                                         executing such counterparts. The exchange of copies of this Agreement and of signature
                                         pages by facsimile transmission or in .pdf format shall constitute effective execution
                                         and delivery of this Agreement as to the parties and may be used in lieu of the original
                                         Agreement for all purposes. Signatures of the parties transmitted by facsimile or by
                                         e-mail of a document in pdf format shall be deemed to be their original signatures for
                                         all purposes.



 


		e.	Each
                                         provision of this Agreement shall be considered separable and, if for any reason any
                                         provision or provisions hereof are determined to be invalid or contrary to applicable
                                         law, such invalidity or illegality shall not impair the operation of or affect the remaining
                                         portions of this Agreement.



 


		f.	Paragraph
                                         titles are for descriptive purposes only and shall not control or alter the meaning of
                                         this Agreement as set forth in the text.



 


		g.	The
                                         Subscriber understands and acknowledges that there may be multiple Closings for the Offering.



 


		h.	The
                                         Subscriber hereby agrees to furnish the Company such other information as the Company
                                         may request prior to the Closing with respect to its subscription hereunder.



 


		i.	The
                                         representations and warranties of the Company and the Purchaser made in this Agreement
                                         shall survive the execution and delivery hereof and the delivery of the Shares for a
                                         period of twelve (12) months following the first Closing Date.



 


	22.	Omnibus
                                         Signature Page. This Agreement is intended to be read and construed in conjunction
                                         with the Registration Rights Agreement. Accordingly, pursuant to the terms and conditions
                                         of this Agreement and the Registration Rights Agreement, it is hereby agreed that the
                                         execution by the Subscriber of this Agreement, in the place set forth on the Omnibus
                                         Signature Page below, shall constitute agreement to be bound by the terms and conditions
                                         hereof and the terms and conditions of the Registration Rights Agreement, with the same
                                         effect as if each of such separate but related agreement were separately signed.



 






    18


     


    

 


	23.	Public
                                         Disclosure. Neither the Subscriber nor any officer, manager, director, member, partner,
                                         stockholder, employee, affiliate, affiliated person or entity of the Subscriber shall
                                         make or issue any press releases or otherwise make any public statements or make any
                                         disclosures to any third person or entity with respect to the transactions contemplated
                                         herein and will not make or issue any press releases or otherwise make any public statements
                                         of any nature whatsoever with respect to the Company without the Company’s express
                                         prior written approval. The Company has the right to withhold such approval in its sole
                                         discretion.



 


	24.	Potential
                                         Conflicts. The Placement Agent, its sub-agents, legal counsel to the Placement Agents,
                                         CKR and/or their respective affiliates, principals, representatives or employees may
                                         now or hereafter own shares of the Company.



 


	25.	Independent
                                         Nature of Each Purchaser’s Obligations and Rights. For avoidance of doubt,
                                         the obligations of the Purchaser under this Agreement are several and not joint with
                                         the obligations of any other Purchaser, and the Purchaser shall not be responsible in
                                         any way for the performance of the obligations of any other Purchaser under any other
                                         Subscription Agreement. Nothing contained herein and no action taken by the Purchaser
                                         shall be deemed to constitute the Purchaser as a partnership, an association, a joint
                                         venture, or any other kind of entity, or create a presumption that the Purchasers are
                                         in any way acting in concert or as a group with respect to such obligations or the transactions
                                         contemplated by this Agreement and any other Subscription Agreements. The Purchaser shall
                                         be entitled to independently protect and enforce its rights, including without limitation
                                         the rights arising out of this Agreement, and it shall not be necessary for any other
                                         Purchaser to be joined as an additional party in any proceeding for such purpose.



 


[Signature
page follows.]


 






    19


     


    

 





IN
WITNESS WHEREOF, the Company has duly executed this Subscription Agreement as of the ____, 2019.


 


	 	SHUTTLE
    PHARMACEUTICALS HOLDINGS, INC.
	 	 	 
	 	By:	                           
	 	 	Name:
	 	 	Title:




 






    20


     


    

 





How
to subscribe for Units in the private offering of


Shuttle
Pharmaceuticals Holdings, Inc.:


 





	 	1.	Date
    and Fill in the number of Units being purchased and complete and sign the Omnibus Signature Page.
	 	 	 
	 	2.	Initial
    the Accredited Investor Certification in the appropriate place or places.
	 	 	 
	 	3.	Complete
    and sign the Investor Profile.
	 	 	 
	 	4.	Complete
    and sign the Anti-Money Laundering Information Form.
	 	 	 
	 	5.	Fax
    or email all forms and then send all signed original documents to:




 


CKR
LAW LLP


1330
Avenue of the Americas


New
York, NY 10019


Facsimile
Number: 212.259.8200


Telephone
Number: 212.259.7300


Attn:
Megan J. Penick


E-mail
Address: mpenick@ckrlaw.com


 


		6.	If
                                         you are paying the Purchase Price by check, a certified or other bank check for
                                         the exact dollar amount of the Purchase Price for the number of Shares you are purchasing
                                         should be made payable to the order of “CKR Law LLP, as Escrow Agent for Shuttle
                                         Pharmaceuticals Holdings, Inc.” and should be sent directly to CKR Law, LLP.



 


Checks
take up to 5 business days to clear. A check must be received by the Escrow Agent at least 6 business days before the closing
date.


 


		7.	If
                                         you are paying the Purchase Price by wire transfer, you should send a wire transfer
                                         for the exact dollar amount of the Purchase Price for the number of Shares you are purchasing
                                         according to the following instructions:



 


	Bank:	Citibank,
    N.A., 666 Fifth Avenue, New York, NY 10103
	ABA/Routing
    #:	021000089
	Account
    Name:	CKR
    Law LLP Attorney Trust Account
	Account
    #:	4987285785
	Swift
    Code:	CITIUS33
	Reference:	[please
    insert name] – Shuttle Pharmaceuticals Holdings, Inc.
	 	 
	CKR Law LLP Accounting Contact:

 


Thank
you for your interest,


 


Shuttle
Pharmaceuticals Holdings, Inc.


 






     


     


    

 





OMNIBUS
SIGNATURE PAGE TO


SUBSCRIPTION
AGREEMENT AND REGISTRATION RIGHTS AGREEMENT


 


The
undersigned, desiring to: (i) enter into the Subscription Agreement, dated as of ____________ ___,1 2018 (the “Subscription
Agreement”), between the undersigned, Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation
(the “Company”), and the other parties thereto, in or substantially in the form furnished to the undersigned,
(ii) enter into the Registration Rights Agreement (the “Registration Rights Agreement”), among the undersigned,
the Company and the other parties thereto, in or substantially in the form furnished to the undersigned, and (iii) purchase the
Shares of the Company’s securities as set forth in the Subscription Agreement and below, hereby agrees to purchase such
Shares from the Company and further agrees to join the Subscription Agreement and the Registration Rights Agreement as a party
thereto, with all the rights and privileges appertaining thereto, and to be bound in all respects by the terms and conditions
thereof. The undersigned specifically acknowledges having read the representations section in the Subscription Agreement entitled
“Representations, Warranties and Agreements of the Subscriber” and hereby represents that the statements contained
therein are complete and accurate with respect to the undersigned as a Subscriber.


 


IN
WITNESS WHEREOF, the Subscriber hereby executes this Agreement and the Registration Rights Agreement.


 


Dated:
                             , 2019


 


	                                               	X	$ [       ]                 	=	$
                                                    
	Number
    of Shares	 	Purchase Price per Share	 	Total
    Purchase Price



 


	SUBSCRIBER
    (individual)	 	SUBSCRIBER (entity)
	 	 	 	 
	 	 	 
	Signature	 	Name of Entity
	 	 	 	 
	 	 	By:	            
	Print
    Name	 	 	Signature
	 	 	 	 
	 	 	Print Name:  	 
	Signature
    (if Joint Tenants or Tenants in Common)	 	Title:  	
	 	 	 	 
	Address
    of Principal Residence:	 	Address of Executive Offices:
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Social
    Security Number(s):	 	IRS Tax Identification Number:
	 	 	 	 
	 	 	 	 
	Telephone
    Number:	 	Telephone Number:
	 	 	 	 
	 	 	 	 
	Facsimile
    Number:	 	Facsimile Number:
	 	 	 	 
	 	 	 	 
	E-mail
    Address:	 	E-mail Address:
	 	 	 	 




 


 


 


 


 



		1	Will
reflect the Closing Date. Not to be completed by Purchaser.



 






     


     


    

 





Shuttle
Pharmaceuticals Holdings, Inc.


 


ACCREDITED
INVESTOR CERTIFICATION


 


For
Individual Investors Only


 


(all
Individual Investors must INITIAL where appropriate):


 


Initial
_______I have a net worth of at least US$1 million either individually or through aggregating my individual holdings and
those in which I have a joint, community property or other similar shared ownership interest with my spouse. (For purposes
of calculating your net worth under this paragraph, (a) your primary residence shall not be included as an asset; (b) indebtedness
secured by your primary residence, up to the estimated fair market value of your primary residence at the time of your purchase
of the securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time
of your purchase of the securities exceeds the amount outstanding sixty (60) days before such time, other than as a result of
the acquisition of your primary residence, the amount of such excess shall be included as a liability); and (c) indebtedness that
is secured by your primary residence in excess of the estimated fair market value of your primary residence at the time of your
purchase of the securities shall be included as a liability.)


 


Initial
_______I have had an annual gross income for the past two (2) years of at least US$200,000 (or US$300,000 jointly with
my spouse) and expect my income (or joint income, as appropriate) to reach the same level in the current year.


 


Initial
_______I am a director or executive officer of .


 


For
Non-Individual Investors (Entities)


(all
Non-Individual Investors must INITIAL where appropriate):


 


Initial
_______The investor certifies that it is a partnership, corporation, limited liability company or business trust that
is 100% owned by persons who meet at least one of the criteria for Individual Investors set forth above (in which case each such
person must complete the Accreditor Investor Certification for Individuals above as well the remainder of this questionnaire).


 


Initial
_______The investor certifies that it is a partnership, corporation, limited liability company or business trust that
has total assets of at least US$5 million and was not formed for the purpose of investing the Company.


 


Initial
_______The investor certifies that it is an employee benefit plan whose investment decision is made by a plan fiduciary
(as defined in ERISA §3(21)) that is a bank, savings and loan association, insurance company or registered investment advisor.


 


Initial
_______The investor certifies that it is an employee benefit plan whose total assets exceed US$5,000,000 as of the date
of this Agreement.


 


Initial
_______The undersigned certifies that it is a self-directed employee benefit plan whose investment decisions are made
solely by persons who meet at least one of the criteria for Individual Investors.


 


Initial
_______The investor certifies that it is a U.S. bank, U.S. savings and loan association or other similar U.S. institution
acting in its individual or fiduciary capacity.


 


Initial
_______The undersigned certifies that it is a broker-dealer registered pursuant to §15 of the Securities Exchange
Act of 1934.


 


Initial
_______The investor certifies that it is an organization described in §501(c)(3) of the Internal Revenue Code with
total assets exceeding US$5,000,000 and not formed for the specific purpose of investing in the Company.


 


Initial
_______The investor certifies that it is a trust with total assets of at least US$5,000,000, not formed for the specific
purpose of investing in the Company, and whose purchase is directed by a person with such knowledge and experience in financial
and business matters that such person is capable of evaluating the merits and risks of the prospective investment.


 


Initial
_______The investor certifies that it is a plan established and maintained by a state or its political subdivisions, or
any agency or instrumentality thereof, for the benefit of its employees, and which has total assets in excess of US$5,000,000.


 


Initial
_______The investor certifies that it is an insurance company as defined in §2(13) of the Securities Act of 1933,
or a registered investment company.


 






     


     


    

 





Shuttle
Pharmaceuticals Holdings, Inc.


 


Investor
Profile

(Must be completed by Investor)


 


Section
A - Personal Investor Information


 


Investor
Name(s):                                                                                                                                                         


 


Individual
executing Profile or Trustee:                                                                                                                     


 


Social
Security Numbers / Federal I.D. Number:                                                                                                          


 


Date
of Birth:                                                           Marital
Status:                                                                            


 


Joint
Party Date of Birth:                                    Investment
Experience (Years):                                              


 


Annual
Income:                                                     Liquid
Net Worth:                                                              


 


Net
Worth*:                                    


 


Tax
Bracket:                _____ 15% or below                _____ 25% - 27.5%                        _____ Over 27.5%


 


Home
Street Address:                                                                                                                                                               


 


Home
City, State & Zip Code:                                                                                                                                                   


 


Home
Phone:                        Home Fax:                          Home Email:                               


 


Employer:
                                                                                                         


 


Employer
Street Address:                                                                                                                                                         


 


Employer
City, State & Zip Code:                                                                                                                                                                                           


 


Bus.
Phone:                           Bus. Fax:                        Bus. Email:                                  


 


Type
of Business:                                                                                                          


 


Outside
Broker/Dealer:                                                                                                          


 


Section
B – Certificate Delivery Instructions


 


____
Please deliver certificate to the Employer Address listed in Section A.


 


____
Please deliver certificate to the Home Address listed in Section A.


 


____
Please deliver certificate to the following address:                                                                                                            


 


Section
C – Form of Payment – Check or Wire Transfer


 


____
Check payable to [Delaware Trust Company, as Escrow Agent for Shuttle Pharmaceuticals Holdings, Inc., ACCT# [_________]


 


____
Wire funds from my outside account according to Section 2(b) of the Subscription Agreement.


 


____
The funds for this investment are rolled over, tax deferred from __________ within the allowed 60-day window.


 


Please
check if you are a FINRA member or Affiliate of a FINRA member firm: ____


 










	 	 	 
	Investor SignatureDate	 	Date






 


	*	For
purposes of calculating your net worth in this form, (a) your primary residence shall not be included as an asset; (b)
indebtedness secured by your primary residence, up to the estimated fair market value of your primary residence at the time of
your purchase of the securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding
at the time of your purchase of the securities exceeds the amount outstanding sixty (60) days before such time, other than as
a result of the acquisition of your primary residence, the amount of such excess shall be included as a liability); and (c) indebtedness
that is secured by your primary residence in excess of the estimated fair market value of your primary residence at the time of
your purchase of the securities shall be included as a liability.













     


     


    

 


ANTI
MONEY LAUNDERING REQUIREMENTS


 


The
USA PATRIOT Act


 


The
USA PATRIOT Act is designed to detect, deter, and punish terrorists in the United States and abroad. The Act imposes new anti-money
laundering requirements on brokerage firms and financial institutions. Since April 24, 2002 all brokerage firms have been required
to have new, comprehensive anti-money laundering programs.


 


To
help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement
the USA PATRIOT Act.


 


What
is money laundering?


 


Money
laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities.
Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery,
fraud, racketeering, and terrorism.


 


How
big is the problem and why is it important?


 


The
use of the U.S. financial system by criminals to facilitate terrorism or other crimes could well taint our financial markets.
According to the U.S. State Department, one recent estimate puts the amount of worldwide money laundering activity at $1 trillion
a year.


 


What
are we required to do to eliminate money laundering?


 


Under
rules required by the USA PATRIOT Act, our anti-money laundering program must designate a special compliance officer, set up employee
training, conduct independent audits, and establish policies and procedures to detect and report suspicious transaction and ensure
compliance with such laws. As part of our required program, we may ask you to provide various identification documents or other
information. Until you provide the information or documents we need, we may not be able to effect any transactions for you.


 






     


     


    

 





ANTI-MONEY
LAUNDERING INFORMATION FORM


 


The
following is required in accordance with the AML provision of the USA PATRIOT ACT.


 


(Please
fill out and return with requested documentation.)


 


INVESTOR
NAME:


 


LEGAL
ADDRESS:


 


SSN#
or TAX ID#OF INVESTOR:


 


YEARLY
INCOME:  _____________________________________________________


 


NET
WORTH:  _________________________________________________________*


 


	*	For
purposes of calculating your net worth in this form, (a) your primary residence shall not be included as an asset; (b)
indebtedness secured by your primary residence, up to the estimated fair market value of your primary residence at the time of
your purchase of the securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding
at the time of your purchase of the securities exceeds the amount outstanding sixty (60) days before such time, other than as
a result of the acquisition of your primary residence, the amount of such excess shall be included as a liability); and (c) indebtedness
that is secured by your primary residence in excess of the estimated fair market value of your primary residence at the time of
your purchase of the securities shall be included as a liability.



 


INVESTMENT
OBJECTIVE(S) (FOR ALL INVESTORS):  


 


ADDRESS
OF BUSINESS OR OF EMPLOYER:  


 


FOR
INVESTORS WHO ARE INDIVIDUALS: AGE:  ______________________________________


 


FOR
INVESTORS WHO ARE INDIVIDUALS: OCCUPATION:  


 


FOR
INVESTORS WHO ARE ENTITIES: TYPE OF BUSINESS:  


 






     


     


    

 


IDENTIFICATION
& DOCUMENTATION AND SOURCE OF FUNDS:


 


		1.	Please
                                         submit a copy of non-expired identification for the authorized signatory(ies) on the
                                         investment documents, showing name, date of birth, address and signature. The address
                                         shown on the identification document MUST match the Investor’s address shown on
                                         the Investor Signature Page.



 


	Current
    Driver’s License	or	Valid
    Passport	or	Identity
    Card


(Circle
one or more)


 


		2.	If
                                         the Investor is a corporation, limited liability company, trust or other type of entity,
                                         please submit the following requisite documents: (i) Certificate of Incorporation, By-Laws,
                                         Certificate of Formation, Operating Agreement, Trust or other similar documents for the
                                         type of entity; and (ii) Corporate Resolution or power of attorney or other similar document
                                         granting authority to signatory(ies) and designating that they are permitted to make
                                         the proposed investment.



 


		3.	Please
                                         advise where the funds were derived from to make the proposed investment:



 


	Investments	Savings	Proceeds
    of Sale	Other
    ____________


 


(Circle
one or more)


 


Signature:  _______________________________________


 


Print
Name:  _____________________________________


 


Title
(if applicable):  _______________________________


 


Date:  __________________________________________


 






     


     


    

 





Schedule
4a


 


Subsidiaries


 


Shuttle
Pharmaceuticals, Inc., a Maryland corporation


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






     


     


    

 





EXHIBIT
A


 


Form
of Warrant


 


FINAL


 


NEITHER THIS WARRANT NOR THE SHARES OF
COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED,
ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT
AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION
OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED,
ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE
STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES
ACT.


 


	WARRANT NO. [________]	NUMBER OF SHARES:  [________]
	DATE OF ISSUANCE: [__], 2018	(subject to adjustment hereunder)
	EXPIRATION DATE: [__], 2021	 


 


CALLABLE WARRANT TO PURCHASE SHARES


OF COMMON STOCK OF


 


SHUTTLE
PHARMACEUTICALS HOLDINGS, INC.


 


This Warrant is issued
to [___________], or its registered assigns (including any successors or assigns, the “Warrantholder”),
in connection with that certain Subscription Agreement, dated as of [____], 2018, by and among Shuttle Pharmaceuticals, Inc.,
a Delaware corporation (the “Company”), and each of those Purchaser party thereto (the “Subscription
Agreement”).


 


1.
EXERCISE OF WARRANT.


 


(a) Number and Exercise
Price of Warrant Shares; Expiration Date. Subject to the terms and conditions set forth herein and set forth in the Subscription
Agreement, the Warrantholder is entitled to purchase from the Company up to [_____________] shares (the “Warrant
Shares”) of the Company’s Common Stock, $0.00001 par value per share (the “Common Stock”), at
a purchase price of $[ ] per share (as adjusted from time to time pursuant to the provisions of this Warrant) (the “Exercise
Price”), on or before 5:00 p.m. New York City time on [___], 2021 (the “Expiration Date”) (subject
to earlier termination of this Warrant as set forth herein).


 


(b) Method of Exercise.
While this Warrant remains outstanding and exercisable in accordance with Section 1(a) above, the Warrantholder may exercise
this Warrant in accordance with Section 6 herein, by wire transfer to the Company or cashier’s check drawn on a United
States bank made payable to the order of the Company.


 


(c) Return of Warrant.
Notwithstanding anything herein to the contrary, the Warrantholder shall not be required to physically surrender this Warrant to
the Company until the Warrantholder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised
in full, in which case, the Warrantholder shall surrender this Warrant to the Company for cancellation within three (3) Trading
Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases
of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number
of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Warrantholder
and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases.


 




    A-1


     


    

 


“Trading Day”
shall mean (i) if the Common Stock is listed for trading on a national securities exchange, a day on which such exchange is open
for business; or (ii) if the Common Stock is quoted on OTC Markets, a day on which trades may be effected through such system;
or (iii) if neither (i) nor (ii) above is applicable, a day other than a Saturday, Sunday or other day on which banks in the State
of New York are required or authorized to be closed.


 


“OTC Markets”
shall mean either OTC QX, OTC QB or OTC Pink tier of the OTC Markets Group, Inc.


 


2.
CALL OF WARRANT.


 


If at any time after
the date of the issuance of this Warrant (a) the Common Stock is listed on a Qualified Exchange, (b) the Warrant Shares are either
(i) registered under the Securities Act for resale pursuant to an effective registration statement naming the Warrantholder as
a selling stockholder thereunder or (ii) freely transferable without volume restrictions pursuant to Rule 144 promulgated under
the Securities Act, as determined by counsel to the Company pursuant to a written opinion letter addressed and in form and substance
acceptable to the Holder, the Company and the transfer agent for the Common Stock, and (c) the VWAP of the Common Stock for a period
of twenty (20) consecutive Trading Days exceeds 150% of the IPO Price or, if a Qualified IPO has not then occurred, $20.82 (subject
to adjustment proportionally for any subdivision, split-up or combination of the Common Stock), then the Company shall have the
right (but not the obligation) within twenty (20) Trading Days after the end of any such period of twenty (20) consecutive Trading
Days, upon written notice to the Warrantholder (the “Call Notice”), to call for the exercise of this Warrant.
The Call Notice shall be deemed effective upon mailing to the Warrantholder’s address of record, and the time of mailing
is the “Effective Date of the Notice.” The Call Notice shall state the exercise period and a cancellation date
not less than twenty (20) Trading Days from the Effective Date of the Notice (the “Cancellation Date”).


 


“Qualified
Exchange” shall mean the New York Stock Exchange, NYSE American, Nasdaq Global Select Market, Nasdaq Global Market or
Nasdaq Capital Market.


 


“Qualified
IPO” shall mean the closing of the sale of shares of Common Stock to the public at a price per share of at least $13.88
(subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization
with respect to the Common Stock), in a firm commitment underwritten public offering (the “Offering”)_pursuant
to an effective registration statement under the Securities Act, resulting in gross proceeds (before underwriters’ discount,
commissions and expenses) to the Company of at least $[__________]1. 


 


“VWAP”
for any Trading Day shall mean the volume-weighted average price for the Common Stock on such Trading Day on the Qualified Exchange
during regular trading hours, as reported by Bloomberg L.P., or, if no volume-weighted average price is reported for the Common
Stock by Bloomberg L.P. for such Trading Day, the average of the highest closing bid price and the lowest closing ask price for
the Common Stock of any of the market makers for the Common Stock as reported by OTC Markets Group, Inc.


 


 






		1	The difference between
$15,000,000 and the gross proceeds received from the Company in the Offering of units consisting of the Company’s Series
A Convertible Preferred Stock and Warrants of like tenor with this Warrant.



 




    A-2


     


    

 


“IPO Price”
means the gross public offering price per share of the Qualified IPO (before deducting underwriters’ discount, commissions
and expenses).


 


The Warrantholder may
exercise this Warrant (in whole or in part) between the Effective Date of the Notice and the Cancellation Date, such exercise being
effective if done in accordance with Sections 1(c) and 6 hereof, and if the Exercise Price for the number of Warrant Shares to
be issued pursuant to such Exercise is actually received by the Company no later than 5:00 PM New York, NY, time on the Cancellation
Date.


 


If Holder does not
wish to exercise this Warrant, the Holder should mail this Warrant to the Company at its principal office after receiving the Call
Notice.


 


If the Call Notice
shall have been so mailed, then, on and after such Cancellation Date, notwithstanding that this Warrant shall not have been surrendered
for redemption, the obligations evidenced by this Warrant not effectively exercised shall be deemed void and no longer outstanding,
and all rights with respect hereto shall forthwith cease and terminate.


 


3.
 CERTAIN ADJUSTMENTS.


 


(a) Adjustment of
Number of Warrant Shares and Exercise Price. The number and kind of Warrant Shares purchasable upon exercise of this Warrant
and the Exercise Price shall be subject to adjustment from time to time as follows:


 


(1) Subdivisions,
Combinations and Other Issuances. If the Company shall at any time after the Date of Issuance but prior to the Expiration Date
subdivide its shares of capital stock of the same class as the Warrant Shares, by split-up or otherwise, or combine such shares
of capital stock, or issue additional shares of capital stock as a dividend with respect to any shares of such capital stock, the
number of Warrant Shares issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a
subdivision or stock dividend, or proportionately decreased in the case of a combination. Appropriate adjustments shall also be
made to the Exercise Price payable per share, but the aggregate Exercise Price payable for the total number of Warrant Shares purchasable
under this Warrant (as adjusted) shall remain the same. Any adjustment under this Section 3(a)(1) shall become effective
at the close of business on the date the subdivision or combination becomes effective, or as of the record date of such dividend,
or in the event that no record date is fixed, upon the making of such dividend.


 


(2) Reclassification,
Reorganizations and Consolidation. In case of any reclassification, capital reorganization or change in the capital stock of
the Company (other than as a result of a subdivision, combination or stock dividend provided for in Section 3(a)(1) above)
that occurs after the Date of Issuance, then, as a condition of such reclassification, reorganization or change, lawful provision
shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Warrantholder,
so that the Warrantholder shall thereafter have the right at any time prior to the expiration of this Warrant to purchase, at a
total price equal to that payable upon the exercise of this Warrant, the kind and amount of shares of stock and/or other securities
or property (including, if applicable, cash) receivable in connection with such reclassification, reorganization or change by a
holder of the same number and type of securities as were purchasable as Warrant Shares by the Warrantholder immediately prior to
such reclassification, reorganization or change. In any such case appropriate provisions shall be made with respect to the rights
and interest of the Warrantholder so that the provisions hereof shall thereafter be applicable with respect to any shares of stock
or other securities or property deliverable upon exercise hereof, and appropriate adjustments shall be made to the Exercise Price
payable hereunder, provided the aggregate Exercise Price shall remain the same (and, for the avoidance of doubt, this Warrant shall
be exclusively exercisable for such shares of stock and/or other securities or property from and after the consummation of such
reclassification or other change in the capital stock of the Company).


 




    A-3


     


    

 


(b) Notice to Warrantholder.
If, while this Warrant is outstanding, the Company (i) declares a dividend or any other distribution of cash, securities or
other property in respect of its Common Stock, including, without limitation, any granting of rights or warrants to subscribe for
or purchase any capital stock of the Company or any subsidiary, (ii) authorizes or approves, enters into any agreement contemplating
or solicits stockholder approval for any Change of Control or (iii) authorizes the voluntary dissolution, liquidation or winding
up of the affairs of the Company, then the Company shall deliver to the Warrantholder a notice of such transaction at least ten
(10) business days prior to the applicable record or effective date on which a person would need to hold Common Stock in order
to participate in or vote with respect to such transaction; provided, however, that the failure to deliver such notice or any defect
therein shall not affect the validity of the corporate action required to be described in such notice.


 


(c) Calculations. All calculations
under this Section 3 shall be made to the nearest cent or the nearest whole share, as the case may be. For purposes of this
Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum
of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.


 


(d) Treatment of
Warrant upon a Change of Control. 


 


(1) If, at any time
while this Warrant is outstanding, the Company consummates a Change of Control, then a holder shall have the right thereafter to
receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled
to receive upon the occurrence of such Change of Control if it had been, immediately prior to such Change of Control, a holder
of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the “Alternate Consideration”).
The Company shall not effect any such Change of Control unless prior to or simultaneously with the consummation thereof, any successor
to the Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation
or entity shall assume the obligation to deliver to the holder, such Alternate Consideration as, in accordance with the foregoing
provisions, the holder may be entitled to purchase, and the other obligations under this Warrant.


 


(2) As used in this
Warrant, a “Change of Control” shall mean (i) a merger or consolidation of the Company with another corporation
(other than a merger effected exclusively for the purpose of changing the domicile of the Company), (ii) the sale, assignment,
transfer, conveyance or other disposal of all or substantially all of the properties or assets or all or a majority of the outstanding
voting shares of capital stock of the Company, (iii) a purchase, tender or exchange offer accepted by the holders of a majority
of the outstanding voting shares of capital stock of the Company, or (iv) a “person” or “group” (as these
terms are used for purposes of Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly at least a majority of the voting power of the capital stock of the Company.


 




    A-4


     


    

 


4.
NO FRACTIONAL SHARES. No fractional Warrant Shares or scrip representing fractional shares will be issued upon exercise
of this Warrant. In lieu of any fractional shares which would otherwise be issuable, the Company shall pay cash equal to the product
of such fraction multiplied by the Fair Market Value of one Warrant Share.


 


The “Fair
Market Value” of one share of Common Stock shall mean (x) the last reported sale price and, if there are no sales, the
last reported bid price, of the Common Stock on the business day prior to the date of exercise on the Trading Market on which the
Common Stock is then listed or quoted as reported by Bloomberg Financial Markets (or a comparable reporting service of national
reputation selected by the Company and reasonably acceptable to the holder if Bloomberg Financial Markets is not then reporting
sales prices of the Common Stock) (collectively, “Bloomberg”), (y) if the foregoing does not apply, the last
sales price of the Common Stock in the over-the-counter market on the pink sheets or bulletin board for such security as reported
by Bloomberg, and, if there are no sales, the last reported bid price of the Common Stock as reported by Bloomberg or, (z) if fair
market value cannot be calculated as of such date on either of the foregoing bases, the price determined in good faith by the Company’s
Board of Directors.


 


“Trading Market”
shall mean any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question:
the NYSE MKT, the NASDAQ Capital Market, the NASDAQ Global Market, the NASDAQ Global Select Market, the New York Stock Exchange
or the OTC Markets (or any successors to any of the foregoing).


 


5.
NO STOCKHOLDER RIGHTS. Until the exercise of this Warrant or any portion of this Warrant, the Warrantholder shall not have,
nor exercise, any rights as a stockholder of the Company (including without limitation the right to notification of stockholder
meetings or the right to receive any notice or other communication concerning the business and affairs of the Company) except as
provided in Section 9 below.


 


6.
MECHANICS OF EXERCISE.


 


(a) Delivery of
Warrant Shares Upon Exercise. This Warrant may be exercised by the holder hereof, in whole or in part, by delivering to the
Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Warrantholder
at the address of the Warrantholder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise in
the form attached hereto as Exhibit A by facsimile or e-mail attachment and paying the Exercise Price then in effect with
respect to the number of Warrant Shares as to which the Warrant is being exercised. This Warrant shall be deemed to have been exercised
immediately prior to the close of business on the date of the delivery to the Company of the Notice of Exercise as provided above,
and the person entitled to receive the Warrant Shares issuable upon such exercise shall be treated for all purposes as the holder
of such shares of record as of the close of business on such date. Warrant Shares purchased hereunder shall be transmitted by the
Company’s transfer agent to the holder by crediting the account of the holder’s prime broker with The Depository Trust
Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant
in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or
resale of the Warrant Shares by the holder or (B) the shares are eligible for resale by the holder without volume or manner-of-sale
limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the holder in the Notice of Exercise
by the end of the day on the date that is three (3) Trading Days from the delivery to the Company of the Notice of Exercise and
payment of the aggregate Exercise Price. The Warrant Shares shall be deemed to have been issued, and the holder or any other person
so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the
date the Warrant has been exercised, with payment to the Company of the Exercise Price and all taxes required to be paid by the
holder, if any, prior to the issuance of such shares, having been paid.


 




    A-5


     


    

 


(b) Rescission Rights.
If the Company fails to cause the transfer agent to transmit to the Warrantholder the Warrant Shares pursuant to Section 6(a) by
the Warrant Share Delivery Date, then the Warrantholder will have the right to rescind such exercise.


 


7.
CERTIFICATE OF ADJUSTMENT. Whenever the Exercise Price or number or type of securities issuable upon exercise of this Warrant
is adjusted, as herein provided, the Company shall, at its expense, promptly deliver to the Warrantholder a certificate of an officer
of the Company setting forth the nature of such adjustment and showing in detail the facts upon which such adjustment is based.


 


8.
COMPLIANCE WITH SECURITIES LAWS.


 


(a) The Warrantholder
understands that this Warrant and the Warrant Shares are characterized as “restricted securities” under the federal
securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that
under such laws and applicable regulations this Warrant and the Warrant Shares may be resold without registration under the Securities
Act only in certain limited circumstances. In this connection, the Warrantholder represents that it is familiar with Rule 144 under
the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.


 


(b) Prior and as a
condition to the sale or transfer of the Warrant Shares issuable upon exercise of this Warrant, the Warrantholder shall furnish
to the Company such certificates, representations, agreements and other information, including an opinion of counsel, as the Company
or the Company’s transfer agent reasonably may require to confirm that such sale or transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, unless such Warrant Shares
are being sold or transferred pursuant to an effective registration statement.


 


(c) The Warrantholder
acknowledges that the Company may place a restrictive legend on the Warrant Shares issuable upon exercise of this Warrant in order
to comply with applicable securities laws, in substantially the following form and substance:


 


THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE
TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL, WHICH COUNSEL
AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED
IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES
LAWS. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH.


 


9.
REPLACEMENT OF WARRANTS. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity
agreement reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation
of such Warrant, the Company at its expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.


 




    A-6


     


    

 


10.
NO IMPAIRMENT. Except to the extent as may be waived by the holder of this Warrant, the Company will not, by amendment of
its charter or through a Change of Control, dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of
all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholder
against impairment.


 


11.
TRADING DAYS. If the last or appointed day for the taking of any action or the expiration of any right required or granted
herein shall be other than a day on which the Common Stock is traded on the Trading Market, then such action may be taken or such
right may be exercised on the next succeeding day on which the Common Stock is so traded.


 


12.
TRANSFERS; EXCHANGES.


 


(a) Except
as provided hereinafter in this Section, neither this Warrant nor any right or obligation hereunder may be assigned in whole or
in part by the Warrantholder. Subject to compliance with applicable federal and state securities laws and Section 8 hereof,
this Warrant may be transferred by the Warrantholder in a Permitted Transfer (as defined below) with respect to any or all of the
Warrant Shares purchasable hereunder (a “Permitted Transfer”). For a transfer of this Warrant as an entirety
by the Warrantholder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached
hereto as Exhibit B duly completed and executed on behalf of the Warrantholder, the Company shall issue a new Warrant of
the same denomination to the assignee. For a transfer of this Warrant with respect to a portion of the Warrant Shares purchasable
hereunder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as
Exhibit B duly completed and executed on behalf of the Warrantholder, the Company shall issue a new Warrant to the assignee,
in such denomination as shall be requested by the Warrantholder, and shall issue to the Warrantholder a new Warrant covering the
number of shares in respect of which this Warrant shall not have been transferred.


 


“Permitted
Transfer” shall mean:


 


(i) if the Warrantholder
is a natural person, any transfers made by the Warrantholder (A) to any member of the Immediate Family of the Warrantholder or
to a trust the direct or indirect beneficiaries of which are exclusively the Warrantholder or members of the Warrantholder’s
Immediate Family, or (B) by bona fide gift, will or intestacy to members of the Warrantholder’s Immediate Family;


 


(ii) any transfer to
a charitable organization not for value;


 


(iii) if the Warrantholder
is a corporation, partnership, limited liability company or other business entity, any transfer made by the Warrantholder:


 


(A) in connection
with the sale or other bona fide transfer in a single transaction of all or substantially all of the Warrantholder’s capital
stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially
all of the Warrantholder’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by
this Agreement,


 




    A-7


     


    

 


(B) to another
corporation, partnership, limited liability company or other business entity so long as the transferee is an Affiliate of the Warrantholder,


 


(C) to any
Affiliate of the Warrantholder, or


 


(D) to any
investment fund or other entity that controls or manages the Warrantholder (including, for the avoidance of doubt, a fund managed
by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or
under common control with such manager or managing member or general partner or management company as the Warrantholder) if such
transfer is not for value;


 


(iv) if the Warrantholder
is a trust, any transfer to a trustor or beneficiary of the trust if such transfer is not for value; or


 


(v) any transfer pursuant
to a court order or by operation of law, including pursuant to a domestic order or a negotiated divorce settlement.


 


“Immediate
Family” means mother, father, son, daughter or sibling or relation by domestic partnership, marriage or adoption.


 


“Affiliate”
means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls,
is controlled by or is under common control with such person, and any officers, employees or partners of the Warrantholder.


 


(b) Upon
any Permitted Transfer, this Warrant is exchangeable, without expense, at the option of the Warrantholder, upon presentation and
surrender hereof to the Company for other warrants of different denominations entitling the holder thereof to purchase in the aggregate
the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other warrants that
carry the same rights upon presentation hereof at the principal office of the Company together with a written notice specifying
the denominations in which new warrants are to be issued to the Warrantholder and signed by the Warrantholder hereof. The term
“Warrants” as used herein includes any warrants into which this Warrant may be divided or exchanged.


 


13.
AUTHORIZED SHARES. The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized
and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of
any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full
authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase
rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares
may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading
Market upon which the Common Stock may be quoted or listed. The Company covenants that all Warrant Shares which may be issued
upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by
this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable
and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect
of any transfer occurring contemporaneously with such issue).


 


14.
NO STOCK RIGHTS. No holder of this Warrant, as such, shall be entitled to vote or be deemed the holder of any other securities
of the Company that may at any time be issuable on the exercise hereof, nor shall anything contained herein be construed to confer
upon the holder of this Warrant, as such, the rights of a stockholder of the Company or the right to vote for the election of directors
or upon any matter submitted to stockholders at any meeting thereof, or give or withhold consent to any corporate action or to
receive notice of meetings or other actions affecting stockholders (except as provided herein), or to receive dividends or subscription
rights or otherwise (except as provided herein).


 






    A-8


     


    

 


15.
MISCELLANEOUS.


 


(a) This
Agreement shall be governed by and construed in accordance with the laws of the United States of America and the State of New York,
both substantive and remedial, without regard to New York conflicts of law principles. Any judicial proceeding brought under this
Agreement or any dispute arising out of this Agreement or any matter related hereto shall be brought in the courts of the State
of New York, New York County, or in the United States District Court for the Southern District of New York.


 


(b) Except
as otherwise provided herein, any notice, consents, waivers or other communication required or permitted to be given hereunder
shall be in writing and will be deemed to have been delivered: (i) upon receipt, when personally delivered; (ii) upon receipt when
sent by certified mail, return receipt requested, postage prepaid; (iii) upon receipt, when sent by facsimile (provided confirmation
of transmission is mechanically or electronically generated and kept on file by the sending party; (iv) when sent, if by e-mail,
(provided that such sent e-mail is kept on file (whether electronically or otherwise) by the sending party and the sending party
does not receive an automatically generated message from the recipient’s e-mail server that such e-mail could not be delivered
to such recipient); or (v) one (1) Business Day after deposit with an overnight courier service with next day delivery specified,
in each case, properly addressed to the party to receive the same. The addresses, facsimile numbers and email addresses for such
communications shall be:


 


(i) if to the
Company, at


 


Shuttle Pharmaceuticals Holdings, Inc.


One Research Court, Suite 450


Rockville, MD 20850


Attn: Chief Financial Officer


Email:  anatoly.dritschilo@shuttlepharma.org


 


with copies
(which shall not constitute notice) to:


 


CKR Law LLP


1330 Avenue of the Americas


New York, New York 10019


Attention:  Jeffrey
A. Rinde, Managing Partner


Facsimile:  +1-212-259-8200


E-mail:  jar@ckrlaw.com;
and


 


(ii) if to
the Warrantholder, at such address or addresses (including copies to counsel) as may have been furnished by the Warrantholder to
the Company in writing.


 


(c) The invalidity
or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provisions.


 


[Signature Page Follows]


 




    A-9


     


    

 


IN WITNESS WHEREOF,
this Common Stock Purchase Warrant is issued effective as of the date first set forth above.


 


	 	Shuttle Pharmaceuticals Holdings, Inc.


 


	 	By:	 
	 	 	Name: Anatoly Dritschilo
	 	 	Title: Chief Executive Officer


 




    A-10


     


    

 


EXHIBIT A


 


NOTICE OF EXERCISE


(To be signed only upon exercise of Warrant)


 


To: Shuttle Pharmaceuticals Holdings, Inc.


 


The undersigned, the
Warrantholder of the attached Warrant, hereby irrevocably elects to exercise the purchase right represented by such Warrant for,
and to purchase thereunder, __________________________ (________) shares of Common Stock of Shuttle Pharmaceuticals Holdings,
Inc. and (complete)


 


herewith makes payment
of ___________________________ Dollars ($_________) thereof.


 


The undersigned requests
that the certificates or book entry position evidencing the shares to be acquired pursuant to such exercise be issued in the name
of, and delivered to_______________________________________________________________________________, whose address is


 


	 	 
	 	.









 


By its signature below
the undersigned hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation
D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the attached
Warrant as of the date hereof, including Section 8 thereof.


 


DATED:_____________________


 


	 	(Signature must conform in all
	 	respects to name of the Warrantholder
	 	as specified on the face of the
	 	Warrant)
	 	 
	 	 
	 	[Name of Warrantholder]
	 	Address:	 
	 	  
	 	 


 




    A-11


     


    

 


EXHIBIT B


 


NOTICE OF ASSIGNMENT FORM


 


FOR VALUE RECEIVED,
[_________] (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor
under the attached Warrant with respect to the number of shares of common stock of Shuttle Pharmaceuticals Holdings, Inc.
(the “Company”) covered thereby set forth below, to the following “Assignee” and, in connection
with such transfer, represents and warrants to the Company that the transfer is in compliance with Section 8 of the Warrant
and applicable federal and state securities laws:


 


	NAME OF ASSIGNEE	 	ADDRESS/FAX NUMBER
	 	 	 
	Number of shares:	 	 	 
	 	 	 
	Dated:	 	 	 	Signature:	 
	 	 	 
	 	 	Witness:	 


 


ASSIGNEE ACKNOWLEDGMENT


 


The undersigned Assignee
acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is
an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as
amended, and agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 8 thereof.


 


	 	Signature:	 


 


	 	By:	 
	 	Its:	 


 


	Address:	 
	 	 
	 	 
	 	 


 



    A-12


     


    







 


EXHIBIT
B


 


Form
of Certificate of Designations


 


CERTIFICATE OF DESIGNATIONS, 


 


PREFERENCES AND RIGHTS


 


of


 


SERIES A CONVERTIBLE PREFERRED STOCK


 


of


 


SHUTTLE PHARMACEUTICALS HOLDINGS, INC.


 


Shuttle
Pharmaceuticals Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”),
hereby certifies that the Board of Directors of the Corporation (the “Board of Directors” or the “Board”),
pursuant to authority of the Board of Directors as required by applicable law, and in accordance with the provisions of its certificate
of incorporation and by-laws, has authorized and hereby authorizes a series of the Corporation’s previously authorized Preferred
Stock, par value $0.0001 per share (the “Preferred Stock”), and hereby states the designation and number of
shares, and fixes the voting powers, designations, preferences, limitations, restrictions and relative rights thereof, as follows:


 


Capitalized terms used and not
otherwise immediately defined are defined in Section 10 below.


 


1. Designation
and Amount. The series of Preferred Stock shall be designated as the “8.5% Series A Convertible Preferred Stock”
(the “Series A Preferred Stock”) and the number of shares so designated shall be 10,000.


 


2. Stated
Value; Dividends.


 


a. Par
Value and Stated Value. The par value of each issued share of Series A Preferred Stock shall be $0.00001 per share, and the
stated value of each issued share of Series A Preferred Stock shall be deemed to be $1,000 (the “Stated Value”).


 


b. Dividends.
Before any dividends shall be paid or set aside for payment on any Junior Security of the Corporation, each Holder of the Series
A Preferred Stock shall be entitled to receive dividends, in the manner provided herein, payable on the Stated Value of the Series
A Preferred Stock at a rate of 8.5% per annum, which shall be cumulative and be due and payable, at the Company’s option,
in cash or in shares of Common Stock, or a combination thereof, on the Conversion Date (as defined below) or in cash on the Redemption
Date (as defined below), in each case as provided below (the applicable date of payment, a “Dividend Date”).
Such dividends shall accrue from the date of issue of each share of Series A Preferred Stock, whether or not declared, through
the Dividend Date. If a Dividend Date is not a business day, then the dividend shall be due and payable on the business day immediately
following such Dividend Date.


 


Dividends
shall be payable to Holders of record of the Series A Preferred Stock as they appear on the stock books of the Corporation on the
Dividend Date.


 




    B-1


     


    

 


Except
as provided in the following paragraph, if the dividend on the Series A Preferred Stock shall not have been paid or set
apart in full for the Series A Preferred Stock when payable, the aggregate deficiency shall be cumulative and shall be fully
paid or set apart for payment before any dividends shall be paid upon or set apart for, or any other distributions paid made
on, or any payments made on account of the purchase, redemption or retirement of, the Common Stock or any other Junior
Security. When dividends are not paid in full upon the shares or fractions of a share of Series A Preferred Stock and any
shares pari passu with the Series A Preferred Stock, all dividends declared upon this series and any other
shares pari passu with the Series A Preferred Stock shall be declared, pro rata, so that the amount of
dividends declared per share or fraction of a share on this Series A Preferred Stock and such other shares pari passu
with the Series A Preferred Stock shall in all cases bear to each other the same rates that accrued dividends per share on
the shares of Series A Preferred Stock and such other shares pari passu with the Series A Preferred Stock bear to each
other.


 


3. Voting.


 


a. Voting
Rights. Except as provided in Section 3(b) below or as required by law, Holders of the shares of Series A Preferred
Stock shall not have the right to vote on any matter as to which shareholders are required or permitted to vote. Only in the case
of a vote to be taken pursuant to Section 3(b) below or when required by law, each Holder of the shares of Series A Preferred
Stock shall have the right to the number of votes equal to the number of Conversion Shares then issuable upon conversion of the
Series A Preferred Stock held by such Holder.


 


b. Limitations
on Corporate Actions. Notwithstanding anything to the contrary in Section 3(a) above, as long as any shares of Series
A Preferred Stock are outstanding, the Corporation shall not, without the written consent or affirmative vote of the Holders of
no less than sixty-five percent (65%) of the then-outstanding shares of Series A Preferred Stock, consenting or voting (as the
case may be) as a separate class from the Common Stock, either directly or by amendment, merger, consolidation or otherwise:


 


(i) amend
its certificate of incorporation in any manner that adversely affects the rights of the Holders;


 


(ii) alter
or change adversely the voting or other powers, preferences, rights, privileges, or restrictions of the Series A Preferred Stock
contained herein or alter or amend this Certificate of Designations;


 


(iii) redeem,
purchase or otherwise acquire directly or indirectly any Junior Securities or any shares pari passu with the Series A Preferred
Stock;


 


(iv) directly
or indirectly pay or declare any dividend or make any distribution in respect of, any Junior Securities, or set aside any monies
for the purchase or redemption (through a sinking fund or otherwise) of any Junior Securities or any shares pari passu with
the Series A Preferred Stock;


 


(v) authorize
or create any class of stock ranking as to dividends, redemption or distribution of assets upon a Liquidation (as defined in Section
4 below) senior to the Series A Preferred Stock; or


 


(vi)
enter into any agreement with respect to any of the foregoing.


 









    B-2


     


    

 


4. Liquidation,
Dissolution, or Winding-Down.


 


a. Payments
to Holders of Series A Preferred Stock. Upon any liquidation, dissolution or winding-down of the Corporation, whether voluntary
or involuntary (a “Liquidation”), the Holders of the shares of Series A Preferred Stock shall be paid in cash,
before any payment shall be paid to the holders of Common Stock, or any other Junior Securities, an amount for each share of Series
A Preferred Stock held by such Holder equal to 100% of the Stated Value thereof plus 100% of any dividends accrued but unpaid thereon
(such applicable amount payable with respect to all shares of Series A Preferred Stock in the aggregate being referred to as the
“Aggregate Series A Liquidation Preference Payment”). If, upon such liquidation, dissolution or winding-up of
the Corporation, whether voluntary or involuntary, the assets available to be distributed among the Holders of shares of Series
A Preferred Stock shall be insufficient to permit payment to the Holders of Series A Preferred Stock of an aggregate amount equal
to the Aggregate Series A Liquidation Preference Payment, then the Holders of shares of Series A Preferred Stock shall share ratably
in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable
in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid
in full.


 


b. Payments
to Holders of Junior Securities. After the payment of all preferential amounts required to be paid to the Holders of the Series
A Preferred Stock and any other class or series of stock of the Corporation ranking on liquidation senior to or on a parity with
the Series A Preferred Stock, the holders of Junior Securities then outstanding shall be entitled to receive the remaining assets
of the Corporation available for distribution to its stockholders as otherwise set forth in the Corporation’s certificate
of incorporation.


 


5. Automatic
Conversion. Upon the earlier of (a) the closing of the sale of shares of Common Stock to the public at a price per share
of at least $13.88 (subject to adjustment as provided in Section 6 below) (the “Minimum IPO Price”), in a
firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act,
resulting in gross proceeds (before underwriters’ discounts, commissions and expenses) to the Company of an amount at
least equal to the difference between (i) $25,000,000 and (ii) the gross proceeds (before underwriters’ discounts,
commissions and expenses) to the Company of the sale by the Company of the total number of shares of Series A Preferred Stock
that are sold (a “Qualified IPO”), or (b) listing of the Common Stock on the New York Stock Exchange, NYSE
American, Nasdaq Global Select Market, Nasdaq Global Market or Nasdaq Capital Market (or any successor thereto), all
outstanding shares of Series A Preferred Stock shall automatically, and without the payment of additional consideration by
the Holder thereof, and without any notice to the Holder thereof or any further action by any Person, be converted into such
number of fully paid and non-assessable shares of Common Stock as is determined by dividing the Stated Value per share plus
accrued and unpaid dividends thereon by the Conversion Price then in effect.


 


The
“Conversion Price” per share of Common Stock shall be equal to (A) in the case of conversion pursuant to clause
5(a) above, 90% of the gross public offering price per share of Common Stock (before deducting underwriters’ discount, commissions
and expenses) of the Qualified IPO, or (B) in the case of conversion pursuant to clause 5(b) above, $12.49 (subject to adjustment
as provided in Section 6 below) (the “Listing Conversion Price”).


 









    B-3


     


    

 


b. Fractional
Shares. No fractional shares of Common Stock shall be issued upon conversion of the Series A Preferred Stock. In lieu of any
fractional shares to which the Holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied
by the fair market value of a share of Common Stock as determined in good faith by the Board of Directors, or round-up to the next
whole number of shares, at the Corporation’s option. Whether or not fractional shares would be issuable upon such conversion
shall be determined on the basis of the total number of shares of Series A Preferred Stock of the Holder that at the time are being
converted into Common Stock and the aggregate number of shares of Common Stock issuable upon such conversion.


 


c. Mechanics
of Conversion.


 


i. Issuance
of Common Stock upon Conversion. Not later than five (5) Trading Days after the Conversion Date (the “Share Delivery
Date”), the Corporation shall issue, or cause to be issued, to each converting Holder the number of shares of Common
Stock being acquired upon the conversion of shares of Series A Preferred Stock. All shares of Series A Preferred Stock which shall
have been converted as herein provided shall no longer be deemed to be outstanding, and all rights with respect to such shares
shall immediately cease and terminate at the Share Delivery Date, except only the right of the Holders thereof to receive shares
of Common Stock in exchange therefor as provided herein, and to receive payment in lieu of any fraction of a share otherwise issuable
upon such conversion as provided herein.


 


ii. Obligation
Absolute; Damages. The Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of Series
A Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by
a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against
any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach
or alleged breach by such Holder or any other Person of any obligation to the Corporation; provided, however, that such
delivery shall not operate as a waiver by the Corporation of any such action that the Corporation may have against such Holder.


 


e. Reservation of Shares Issuable upon
Conversion. The Corporation covenants, so long as the Shares of Series A Preferred Stock are outstanding, that it will at
all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of
issuance upon conversion of the Series A Preferred Stock, free from preemptive rights or any other actual contingent purchase
rights of Persons other than the Holders of the Series A Preferred Stock, not less than such aggregate number of shares of
the Common Stock as shall be issuable upon the conversion of all outstanding shares of Series A Preferred Stock. The
Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue in accordance with the
terms herein, be duly authorized, validly issued, fully paid and nonassessable.


 









    B-4


     


    

 


6. Certain Adjustments.


 


a. Subdivision or Combination of Stock.
If, at any time while the Series A Preferred Stock is outstanding, the Corporation shall subdivide (whether by way of stock
dividend, stock split or otherwise) its outstanding shares of Common Stock into a greater number of shares, each of the
Minimum IPO Price and the Listing Conversion Price in effect immediately prior to such subdivision shall be proportionately
reduced, and conversely, in case the outstanding shares of Common Stock of the Corporation shall be combined (whether by way
of stock combination, reverse stock split or otherwise) into a smaller number of shares, each of the Minimum IPO Price and
the Listing Conversion Price in effect immediately prior to such combination shall be proportionately increased. Each of the
Minimum IPO Price and the Listing Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening
of any successive event or events described in this Section 6(a).


 


b. Dividends in Stock, Property,
Reclassification. If, at any time while the Series A Preferred Stock is outstanding, the holders of Common Stock (or any
shares of stock or other securities at the time receivable upon the conversion of the Series A Preferred Stock) shall have
received or become entitled to receive, without payment therefore:


 


(i) any
Common Stock Equivalents, or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way
of dividend or other distribution, or


 


(ii) additional
stock or other securities or property (other than cash in respect of which shall be covered by the terms of Section 3(c) above)
by way of spin-off, split-up, reclassification, combination of shares or similar corporate rearrangement (other than shares of
Common Stock issued as a stock split or adjustments in respect of which shall be covered by the terms of Section 6(a) above),


 


then and in each such case,
each of the Minimum IPO Price and the Listing Conversion Price shall be adjusted proportionately, and the Holder hereof shall,
upon the conversion of the Series A Preferred Stock, be entitled to receive, in addition to the number of shares of Common Stock
receivable thereupon, and without payment of any additional consideration therefor, the amount of stock and other securities and
property that such Holder would hold on the date of such exercise had such Holder been the holder of record of such Common Stock
as of the date on which holders of Common Stock received or became entitled to receive such shares or all other additional stock
and other securities and property. Each of the Minimum IPO Price and the Listing Conversion Price, as so adjusted, shall be readjusted
in the same manner upon the happening of any successive event or events described in this Section 6(b).


 




    B-5


     


    

  


c.
Reorganization, Reclassification, Consolidation, Merger or Sale. At any time while the Series A Preferred Stock is outstanding,
if any recapitalization, reclassification or reorganization of the capital stock of the Corporation, or any consolidation or merger
of the Corporation with another corporation, or the sale of all or substantially all of its assets or other transaction shall
be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities or other assets or property
(an “Organic Change”), then lawful and adequate provisions shall be made by the Corporation whereby the Holders
shall thereafter have the right to purchase and receive (in lieu of the shares of the Common Stock of the Corporation immediately
theretofore purchasable and receivable upon the conversion of the Series A Preferred Stock) such shares of stock, securities or
other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares of such
Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable assuming the full
conversion of the Series A Preferred Stock. In the event of any Organic Change, appropriate provision shall be made by the Corporation
with respect to the rights and interests of the Holders to the end that the provisions hereof (including, without limitation,
provisions for adjustments of the Minimum IPO Price and the Listing Conversion Price) shall thereafter be applicable, in relation
to any shares of stock, securities or assets thereafter deliverable upon the conversion thereof. To the extent necessary to effect
the foregoing provisions, the successor corporation (if other than the Corporation) resulting from such consolidation or merger
or the corporation purchasing such assets shall assume by written instrument executed and mailed or delivered to each Holder at
the last address of such Holder appearing on the books of the Corporation, the obligation to deliver to such Holder such shares
of stock, securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to purchase. If there
is an Organic Change, then the Corporation shall cause to be mailed to each Holder at its last address as it shall appear on the
books and records of the Corporation, at least ten (10) calendar days before the effective date of the Organic Change, a notice
stating the date on which such Organic Change is expected to become effective or close, and the date as of which it is expected
that holders of the Common Stock of record shall be entitled to exchange their shares for securities, cash, or other property
delivered upon such Organic Change; provided, that the failure to mail such notice or any defect therein or in the mailing
thereof shall not affect the validity of the corporate action required to be specified in such notice. Each Holder is entitled
to convert such Holder’s Series A Preferred Stock during the 10-day period commencing on the date of such notice to the
effective date of the event triggering such notice. In any event, the successor corporation (if other than the Corporation) resulting
from such consolidation or merger or the corporation purchasing such assets shall be deemed to assume such obligation to deliver
to such Holder such shares of stock, securities or assets even in the absence of a written instrument assuming such obligation
to the extent such assumption occurs by operation of law.


 


d. Certificate as to Adjustments. Upon
the occurrence of each adjustment or readjustment pursuant to this Section 6, the Corporation at its expense shall promptly
compute such adjustment or readjustment in accordance with the terms hereof and furnish to each Holder a certificate setting
forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based.
The Corporation shall promptly furnish or cause to be furnished to such Holder a like certificate setting forth: (i) such
adjustments and readjustments; and (ii) the number of shares and the amount, if any, of other property which at the time
would be received upon the conversion of the Series A Preferred Stock.


 


7. Optional
Redemption. Shares of the Series A Preferred Stock shall be redeemable in cash, in whole or
in part, at the option of the Corporation, by resolution of its Board of Directors, at any time, subject to the Redemption
Notice requirements below, at a price per share equal to one hundred percent (100%) of the Stated Value plus one hundred
percent (100%) of the amount of accrued but unpaid dividends thereon. The Corporation shall provide written notice to all
Holders of record of shares of Series A Preferred Stock specifying the time (the “Redemption Date”) and
place of such redemption (the “Redemption Notice”), at their respective addresses as the same shall appear
on the stock books of the Corporation, but no failure on the part of the shareholder to receive such notice and no defect in
the wording of the notice shall affect the validity of the proceedings adopted with respect to the redemption of any such
shares. The Redemption Notice shall be given not less than thirty (30) days prior to the Redemption Date.


 









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8. Status
of Series A Preferred Stock Converted or Reacquired. Shares of Series A Preferred Stock converted into Common Stock or reacquired
by the Corporation in any manner, including shares purchased or redeemed, shall (upon compliance with any applicable provisions
of the laws of the State of Delaware) have the status of authorized and unissued shares of the class of Preferred Stock undesignated
as to series, and may be redesignated and reissued as part of any series of the Preferred Stock.


 


9. Calculations.
In the case of a dispute as to the determination of the Conversion Price, or the arithmetic calculation of the number of shares
of Common stock to be issued upon any conversion of Series A Preferred Stock or of the amount of accrued dividends on the Series
A Preferred Stock (a “Disputed Amount”), the Corporation or the Holder (as the case may be) shall submit the
disputed determinations or arithmetic calculations (as the case may be) via facsimile or e-mail (i) within two (2) Trading Days
after receipt of the applicable notice giving rise to such dispute to the Corporation or the Holder (as the case may be), or (ii)
if no notice gave rise to such dispute, at any time after the Holder learned of the circumstances giving rise to such dispute.
If the Holder and the Corporation are unable to agree upon such determination or calculation of the Disputed Amount within three
Trading Days of such disputed determination or arithmetic calculation being submitted, then the Corporation shall within five (5)
Business Days, submit in writing (a) the disputed determination of the Conversion Price to an independent, reputable investment
bank selected by the Corporation and approved by the Holder, or (b) the disputed arithmetic calculation of the number of shares
of Common stock to be issued upon conversion or the amount of accrued dividends to the Corporation’s independent certified
public accountant. The Corporation shall cause at its expense the investment bank or the accountant, as the case may be, to perform
the determinations or calculations and notify the Corporation and the Holder of the results no later than ten (10) Trading Days
from the time it receives the disputed determinations or calculations; provided that, if such disputed determination or arithmetic
calculation being submitted by the Holder is determined to be incorrect, then the expense of the investment bank or the accountant
shall be the responsibility of the Holder. Such investment bank’s or accountant’s determination or calculation, as
the case may be, shall be final, binding and conclusive upon the parties thereto.


 


10. Definitions.
As used herein, the following terms shall have the following meanings:


 


		a.	“Business Day” means any day except
Saturday, Sunday, any day which shall be a federal legal holiday in the United States or any day on which banking institutions
in the State of New York are authorized or required by law or other governmental action to close.



 


		b.	“Common Stock” means the Corporation’s
common stock, par value $0.0001 per share.



 


		c.	“Common Stock Equivalents” means any
                                                                                                                       securities of the Corporation which would entitle the holder thereof to acquire at any time Common Stock, including without
                                                                                                                       limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or
                                                                                                                       exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.



 









    B-7


     


    

 


		d.	“Conversion Date” with respect
to any share of Series A Preferred Stock means any day on which such share is to be converted into Common Stock pursuant to Section
5.



 


		e.	“Conversion Shares” means, collectively,
the shares of Common Stock issuable upon conversion of the shares of Series A Preferred Stock in accordance with the terms hereof.



 


		f.	“Holder” means a holder of Series
A Preferred Stock.



 


		g.	“Junior Securities” means the Common
Stock and all other securities of the Corporation, including Common Stock Equivalents of the Corporation, other than those securities
which are explicitly senior or pari passu to the Series A Preferred Stock in dividend rights or liquidation preference.



 


		h.	“Person” shall mean any individual,
partnership, firm, corporation, association, trust, unincorporated organization or other entity, as well as any syndicate or group
that would be deemed to be a person under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.



 


		i.	“Principal Market” means the primary
national or regional stock exchange on which the Common Stock is listed, or if not so listed, OTC Markets, if quoted thereon,
is open for the transaction of business



 


		j.	“Securities Act” means the Securities
Act of 1933, as amended, and the rules and regulations promulgated thereunder.



 


		k.	“Trading Day” means any day on
which the Common Stock is traded on the Principal Market.



 


[SIGNATURE PAGE FOLLOWS.]


 









    B-8


     


    

 


IN
WITNESS WHEREOF, this Certificate of Designations, Preferences and Rights of Series A Preferred Stock has been executed by a duly
authorized officer of the Corporation on this 31st day of July 2018.


 


	 	SHUTTLE PHARMACEUTICALS HOLDINGS, INC.
	 	 	 	 
	 	By:	                  
	 	 	Name: 	Anatoly Dritschilo
	 	 	Title: 	Chief Executive Officer and President


 








    B-9


     


    



 





EXHIBIT
C


 


Form
of Registration Rights Agreement


 


 FINAL


 


FORM OF


Registration
Rights Agreement


 


This Registration Rights
Agreement (this “Agreement”) is made and entered into as of _______________ ___, 2018, among Shuttle Pharmaceuticals
Holdings, Inc., a Delaware corporation (the “Company”), each of the persons who have executed omnibus or
counterpart signature page(s) hereto (each, a “Subscriber” and, collectively, the “Subscribers”),
and the persons or entities identified on Schedule 1 hereto holding Placement Agent Warrants (collectively, the “Brokers”).
All capitalized terms not otherwise defined herein shall have the meaning set for in the Subscription Agreement (as defined below)
between the Company and each of the Subscribers hereto.


 


RECITALS:


 


WHEREAS, the
Company has offered and sold in compliance with Section 4(a)(2) and/or Rule 506 of Regulation D promulgated under the Securities
Act to accredited investors in a private placement offering (the “Offering”) an aggregate of up to $11,500,000
units of securities (the “Units”) at a purchase price of $1,000 per Unit (the “Purchase Price),
with each Unit consisting of (i) one share of the Company’s Series A Preferred Stock (as defined below) (the “Offering
Shares”) and (ii) a warrant (the “Offering Warrant”), to be issued upon the earlier of the closing
of a Qualified IPO or a Listing, which Offering Warrants are exercisable for a period of three (3) years from the date of issuance
and represent the right to purchase a number of shares of Common Stock (as defined below) equal to the number of shares into which
such shares of Series A Preferred Stock will be converted, at a per share exercise price equal to the per share price of the Company’s
IPO or, if a Qualified IPO has not yet occurred, at $20.82 per share, as set forth in the Subscription Agreements (the “Subscription
Agreements”) between the Company and each of the Subscribers; and


 


WHEREAS, each
share of Series A Preferred Stock is automatically convertible into shares of the Company’s Common Stock on the terms and
conditions set forth in the Certificate of Designations, Preferences and Rights for the Preferred Stock;


 


WHEREAS, the
Company has agreed to enter into a registration rights agreement with each of the Subscribers to the Offering who purchased Offering
Shares and Offering Warrants, granting such Subscribers certain registration rights with respect to the shares of Common Stock
issuable to such Subscribers upon (i) the conversion of the Offering Shares; and (ii) the exercise of the Offering Warrants; and


 


WHEREAS, the
Company has agreed to enter into a registration rights agreement with each of the Brokers who hold Placement Agent Warrants, granting
such Brokers certain registration rights with respect to the shares of Common Stock issuable to such Brokers upon the exercise
of the Placement Agent Warrants;


 




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Now,
Therefore, in consideration of the mutual promises, representations, warranties, covenants, and conditions set forth
herein, the parties mutually agree as follows:


 


1. Certain Definitions.
Capitalized terms used herein without definition have the meanings ascribed to them in the Subscription Agreement. As used in this
Agreement, the following terms shall have the following respective meanings:


 


“Blackout
Period” means, with respect to a registration, a period during which the Company, in the good faith judgment of its board
of directors, determines (because of the existence of, or in anticipation of, any acquisition, financing activity, or other transaction
involving the Company, or the unavailability for reasons beyond the Company’s control of any required financial statements,
disclosure of information which is in its best interest not to publicly disclose, or any other event or condition of similar significance
to the Company) that the registration and distribution of the Registrable Securities to be covered by such registration statement,
if any, or the filing of an amendment to such registration statement in the circumstances described in Section 3(h), would be seriously
detrimental to the Company and its stockholders, in each case commencing on the day the Company notifies the Holders that they
are required, because of the determination described above, to suspend offers and sales of Registrable Securities and ending on
the earlier of (1) the date upon which the material non-public information resulting in the Blackout Period is disclosed to the
public or ceases to be material and (2) such time as the Company notifies the selling Holders that sales pursuant to such Registration
Statement or a new or amended Registration Statement may resume; provided, however, that no Blackout Period shall extend for a
period of more than fifteen (15) consecutive Trading Days (except for a Blackout Period arising from the filing of a post-effective
amendment to the Registration Statement to update the prospectus therein to include the information contained in the Company’s
Annual Report on Form 10-K, which Blackout Period may extend for the amount of time reasonably required to respond to comments
of the staff of the Commission (the “Staff”) on such amendment).


 


“Commission”
means the U. S. Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.


 


“Effective
Date” means the date of the final closing of the Offering.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated
thereunder.


 


“Family Member”
means (a) with respect to any individual, such individual’s spouse, any descendants (whether natural or adopted), any trust
all of the beneficial interests of which are owned by any of such individuals or by any of such individuals together with any organization
described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, the estate of any such individual, and any corporation,
association, partnership or limited liability company all of the equity interests of which are owned by those above described individuals,
trusts or organizations and (b) with respect to any trust, the owners of the beneficial interests of such trust.


 




    C-2


     


    

 


“Holder”
means (i) each Subscriber or any of such Subscriber’s respective successors and Permitted Assignees who acquire rights in
accordance with this Agreement with respect to any Registrable Securities directly or indirectly from a Subscriber or from any
Permitted Assignee, and (ii) each Broker or any of such Broker’s respective successors and Permitted Assignees who acquire
rights in accordance with this Agreement with respect to any Registrable Securities directly or indirectly from an Broker or from
any Permitted Assignee.


 


“IPO Registration
Statement” means a registration statement filed pursuant to an IPO, as described in Section 3(a) of this Agreement.


 


“Majority
Holders” means, at any time, Holders of a majority of the Registrable Securities then outstanding.


 


“Permitted
Assignee” means (a) with respect to a partnership, its partners or former partners in accordance with their partnership
interests, (b) with respect to a corporation, its stockholders in accordance with their interest in the corporation, (c) with respect
to a limited liability company, its members or former members in accordance with their interest in the limited liability company,
(d) with respect to an individual party, any Family Member of such party, (e) an entity that is controlled by, controls, or is
under common control with a transferor, or (f) a party to this Agreement.


 


“Placement
Agent Warrants” shall have the meaning set forth in the Subscription Agreement.


 


The terms “register,”
“registered,” and “registration” refer to a registration effected by preparing and filing
a registration statement with the Commission in compliance with the Securities Act, and the declaration or ordering of the effectiveness
of such registration statement.


 


“Registrable
Securities” means (a) the Shares but excluding any otherwise Registrable Securities that (i) have been sold or otherwise
transferred other than to a Permitted Assignee, (ii) may be sold under the Securities Act without volume limitations either pursuant
to Rule 144 of the Securities Act or otherwise during any ninety (90) day period, or (iii) are at the time subject to an effective
registration statement under the Securities Act.


 


“Registration
Effectiveness Date” means the date that is one hundred twenty (120) calendar days after the date of the initial filing
of the Resale Registration Statement.


 


“Registration
Statement” means an IPO Registration Statement, filed pursuant to Section 3(a), and/or a Resale Registration Statement,
filed pursuant to Section 3(b), if applicable, to register the Registrable Securities.


 


“Resale Registration
Statement” means a resale registration statement prepared pursuant to Section 3(b) of this Agreement.


 




    C-3


     


    

 


“Rule 144”
means Rule 144 promulgated by the Commission under the Securities Act, as such rule may be amended or supplemented from time to
time, or any similar successor rule that may be promulgated by the Commission.


 


“Rule 145”
means Rule 145 promulgated by the Commission under the Securities Act, as such rule may be amended or supplemented from time to
time, or any similar successor rule that may be promulgated by the Commission.


 


“Rule 415”
means Rule 415 promulgated by the Commission under the Securities Act, as such rule may be amended or supplemented from time to
time, or any similar successor rule that may be promulgated by the Commission.


 


“Securities
Act” means the Securities Act of 1933, as amended, or any similar federal statute promulgated in replacement thereof,
and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.


 


“Shares”
means the shares of Common Stock issued or issuable to the Holders upon conversion or exercise of the Offering Shares, Offering
Warrants and Placement Agent Warrants, if any, and any shares of Common Stock issued or issuable at any time on or after the Effective
Date and prior to the second (2nd) anniversary of the SEC Effective Date as a result of any stock split, dividend or
other distribution, recapitalization or similar event with respect to the foregoing.


 


“Trading Day”
means any day on which such national securities exchange, the OTC Markets Group or such other securities market or quotation system
which constitutes the principal securities market for the Common Stock, is open for general trading of securities.


 


2. Term. This
Agreement shall terminate with respect to each Holder on the earlier of: (i) the second (2nd) anniversary from the date
the Resale Registration Statement is declared effective by the Commission; (ii) the date on
which all Registrable Securities held by such Holder are transferred (other than to a Permitted Assignee), (iii) the date on which
all Holders may sell all of the Registrable Securities without restriction pursuant to Rule 144 (including without limitation,
volume restrictions) and without the need for current public information as required by Rule 144(c)(1) or Rule 144(i)(2), if applicable;
or (iv) the date this Agreement is otherwise terminated as provided herein.


 




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3. Registration.


 


(a) IPO Registration
Statement. If, following the date hereof, the Company shall determine to register for sale for cash any of its Common Stock
through an IPO (the “IPO Registration Statement”), for its own account or for the account of others (other than
the Holders), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees,
consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8 (or its then
equivalent form) or any of their Family Members (including a registration on Form S-8 (or its then equivalent form)), (ii) a registration
relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 (or its then equivalent form) in connection
with a merger, acquisition, divestiture, reorganization or similar event, or (iii) a transaction relating solely to the sale of
debt or convertible debt instruments, then the Company shall promptly give to each Holder written notice thereof (the “Registration
Rights Notice”) that the Company intends to include all of the Registerable Securities in the IPO Registration Statement.
Nonetheless, the Company may, without the consent of such Holders, remove some or all of the Registrable Securities from the IPO
Registration Statement if the managing underwriter or the Company determines that marketing factors require a limitation on the
number of shares of Common Stock or the amount of other securities to be included in the IPO Registration Statement or if the staff
of the Commission (the “Commission Staff”) otherwise requires such removal. The Company shall then use its commercially
reasonable efforts to cause such IPO Registration Statement to be declared effective, and the IPO to be closed, within twelve (12)
months following the Effective Date;


 


(b) Resale Registration
Statement. If an IPO Registration Statement has not been declared effective with respect to all of the Registrable Shares by
the first anniversary of the Effective Date, then, within 60 days following such anniversary date, the Company will prepare and
file with the Commission a Resale Registration Statement with respect to the Registrable Shares not included in an effective IPO
Registration Statement. The Company will then use its commercially reasonable efforts to cause such Resale Registration Statement
to be declared effective (the “Registration Effectiveness Date”) within 120 days after the initial filing of
the Resale Registration Statement. Notwithstanding the foregoing, in the event that the Commission Staff should limit the number
of Registrable Securities that may be sold pursuant to the Resale Registration Statement, the Company may remove from the Resale
Registration Statement such number of Registrable Securities as specified by the Staff first from the shares of Common Stock
issued or issuable upon exercise of the Placement Agent Warrants, if any, on a pro rata basis among the Holders thereof, and second
from the other Registrable Securities, on a pro rata basis among the Holders thereof (such Registrable Securities, the “Reduction
Securities”). In such event, the Company shall give the Holders prompt notice of the number of Registrable Securities
excluded therefrom. The Company shall use its commercially reasonable efforts at the first opportunity permitted by the Commission
to register for resale the Reduction Securities (on a pro rata basis among the Holders of such Reduction Securities, as needed)
using one or more registration statement.


 


(c) Effectiveness
Period. The Company shall use its commercially reasonable efforts to keep such Registration Statement(s) effective for a period
of two (2) years commencing on the SEC Effective Date or for such shorter period ending on the earlier to occur of (i) the date
on which all Registrable Securities have been transferred other than to a Permitted Assignee and (ii) the date as of which all
of the Holders may sell all of the Registrable Securities without restriction pursuant to Rule 144 (including, without limitation,
volume restrictions) and without the need for current public information required by Rule 144(c)(1) or Rule 144(i)(2), if applicable
(the “Effectiveness Period”); provided, however, that the Company shall not be obligated to effect any such
registration, qualification or compliance pursuant to this Section, or keep such registration effective pursuant to the terms hereunder,
in any particular jurisdiction in which the Company would be required to qualify to do business as a foreign corporation or as
a dealer in securities under the securities laws of such jurisdiction or to execute a general consent to service of process in
effecting such registration, qualification or compliance, in each case, where it has not already done so. Notwithstanding the foregoing,
the Company shall be entitled to suspend the effectiveness of such Registration Statement at any time prior to the expiration of
the Effectiveness Period for the reasons and time periods as may be required during a Blackout Period.


 




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4. Registration
Procedures. The Company will keep each Holder reasonably advised as to the filing and effectiveness of the IPO Registration
Statement and the Resale Registration Statement, as applicable. At its expense, solely with respect to such Registration Statement,
the Company will:


 


(a) prepare and file
with the Commission the IPO Registration Statement, in accordance with Section (a) hereof covering the resale of the Registrable
Securities, and, if so filed, use its commercially reasonable efforts to cause such IPO Registration Statement to become effective;


 


(b) prepare and file
the Resale Registration Statement, if necessary, in accordance with Section 3(b), and use its commercially reasonable efforts to
cause such Resale Registration Statement to be declared effective no later than 120 days after the initial filing of the Resale
Registration Statement and to remain effective for the Effectiveness Period;


 


(c) not name any Holder
in the Registration Statement as an underwriter without that Holder’s prior written consent;


 


(d) if any of the Registration
Statements are subject to review by the Commission, promptly respond to all comments and diligently pursue resolution of any comments
to the satisfaction of the Commission;


 


(e) prepare and file
with the Commission such amendments and supplements to such Registration Statement as may be necessary to keep such Registration
Statement effective during the Effectiveness Period;


 


(f) furnish, without
charge, to each Holder of Registrable Securities covered by such Registration Statement (i) a reasonable number of copies of such
Registration Statement (including any exhibits thereto other than exhibits incorporated by reference), and each amendment and supplement
thereto as such Holder may reasonably request, (ii) such number of copies of the prospectus included in such Registration Statement
(including each preliminary prospectus and any other prospectus filed under Rule 424 of the Securities Act) as such Holders may
reasonably request, in conformity with the requirements of the Securities Act, and (iii) such other documents as such Holder may
reasonably require to consummate the disposition of the Registrable Securities owned by such Holder, but only during the Effectiveness
Period; provided that the Company shall have no obligation to furnish any document pursuant to this clause that is available on
the Commission’s EDGAR system;


 




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(g) use its commercially
reasonable efforts to register or qualify such registration under such other applicable securities laws of such jurisdictions within
the United States as any Holder of Registrable Securities covered by the applicable Registration Statement reasonably requests
and as may be necessary for the marketability of the Registrable Securities (such request to be made by the time the applicable
Registration Statement is deemed effective by the Commission) and do any and all other acts and things necessary to enable such
Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Holder; provided,
that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise
be required to qualify but for this paragraph, (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general
service of process in any such jurisdiction;


 


(h) as promptly as practicable
after becoming aware of an event the disposition of which requires the delivery of a prospectus relating thereto under the Securities
Act, notify each Holder of Registrable Securities of the happening of any event, which comes to the Company’s attention,
that will after the occurrence of such event cause the prospectus included in such Registration Statement, if not amended or supplemented,
to contain an untrue statement of a material fact or an omission to state a material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Company shall
promptly thereafter prepare and furnish to such Holder a supplement or amendment to such prospectus (or prepare and file appropriate
reports under the Exchange Act) so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus
shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading, unless suspension
of the use of such prospectus otherwise is authorized herein or in the event of a Blackout Period, in which case no supplement
or amendment need be furnished (or Exchange Act filing made) until the termination of such suspension or Blackout Period; provided
that any and all information provided to the Holder pursuant to such notification shall remain confidential to each Holder until
such information otherwise becomes public, unless disclosure by a Holder is required by law;


 


(i) comply, and continue
to comply during the Effectiveness Period, in all material respects with the Securities Act and the Exchange Act and with all applicable
rules and regulations of the Commission with respect to the disposition of all securities covered by such Registration Statement;


 




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(j) as promptly as practicable
after becoming aware of such event, notify each Holder of Registrable Securities being offered or sold pursuant to the applicable
Registration Statement of the issuance by the Commission of any stop order or other suspension of effectiveness of the Registration
Statement;


 


(k) use its commercially
reasonable efforts to cause all the Registrable Securities covered by the Registration Statement to be listed on a Qualified Exchange;


 


(l) provide a transfer
agent and registrar, which may be a single entity, for the shares of Common Stock at all times;


 


(m) cooperate with the
Holders of Registrable Securities being offered pursuant to the IPO Registration Statement or the Resale Registration Statement,
as applicable, to issue and deliver, or cause its transfer agent to issue and deliver, certificates representing Registrable Securities
to be offered pursuant to the applicable Registration Statement within a reasonable time after the delivery of certificates representing
the Registrable Securities to the transfer agent or the Company, as applicable, and enable such certificates to be in such denominations
or amounts as the Holders may reasonably request and registered in such names as the Holders may request;


 


(n) during the Effectiveness
Period, refrain from bidding for or purchasing any Common Stock or any right to purchase Common Stock or attempting to induce any
person to purchase any such security or right if such bid, purchase or attempt would in any way limit the right of the Holders
to sell Registrable Securities by reason of the limitations set forth in Regulation M of the Exchange Act; and


 


(o) take all other commercially
reasonable actions necessary to expedite and facilitate the disposition by the Holders of the Registrable Securities pursuant to
the applicable Registration Statement during the term of this Agreement; provided, however, the Company is not obligated
under this clause (o) to expend any of the Company’s funds, other than the costs and expenses specifically required under Section
6 of this Agreement.


 


5. Obligations of the Holders.


 


(a) Each Holder agrees
that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(h) hereof or
of the commencement of a Blackout Period, such Holder shall discontinue the disposition of Registrable Securities included in the
Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by
Section 3(h) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver
to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent
file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time
of receipt of such notice.


 




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(b) The Holders of the
Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing underwriter,
if any, in connection with the preparation of any registration statement, including amendments and supplements thereto, in order
to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or 3(b) of this
Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws, including
a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”)
or any update thereto not later than three (3) Business Days following a request therefor from the Company.


 


(c) Each Holder, by its
acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection
with the preparation and filing of any Registration Statement hereunder, unless such Holder has notified the Company in writing
of its election to exclude all of its Registrable Securities from such Registration Statement.


 


6. Registration
Expenses. The Company shall pay all expenses in connection with any registration obligation provided herein, including, without
limitation, all registration, filing, stock exchange fees, printing expenses, all fees and expenses of complying with applicable
securities laws, and the fees and disbursements of counsel for the Company (but not for the Holders)and of the Company’s
independent accountants; provided, that, in any underwritten registration, the Company shall have no obligation to pay any
underwriting discounts, selling commissions or transfer taxes attributable to the Registrable Securities being sold by the Holders
thereof, which underwriting discounts, selling commissions and transfer taxes shall be borne by such Holders. Additionally, in
an underwritten offering, all selling stockholders and the Company shall bear the expenses of the underwriter pro rata in proportion
to the respective amount of shares each is selling in such offering. Except as provided in this Section 6 and Section 8 of this
Agreement, the Company shall not be responsible for the expenses of any attorney or other advisor employed by a Holder.


 


7. Assignment of
Rights. No Holder may assign its rights under this Agreement to any party without the prior written consent of the Company;
provided, however, that any Holder may assign its rights under this Agreement without such consent to a Permitted
Assignee as long as (a) such transfer or assignment is effected in accordance with applicable securities laws; (b) such transferee
or assignee agrees in writing to become bound by and subject to the terms of this Agreement; and (c) such Holder notifies the Company
in writing of such transfer or assignment, stating the name and address of the transferee or assignee and identifying the Registrable
Securities with respect to which such rights are being transferred or assigned. The Company may assign this Agreement or any rights
or obligations hereunder without the prior written consent of any other party hereto.


 




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8. Indemnification.


 


(a) In the event of the
offer and sale of Registrable Securities under the Securities Act, the Company shall, and hereby does, indemnify and hold harmless,
to the fullest extent permitted by law, each Holder, its directors, officers, partners, and each other person, if any, who controls
or is under common control with such Holder within the meaning of Section 15 of the Securities Act, against any losses, claims,
damages or liabilities, joint or several, and expenses to which the Holder or any such director, officer, partner or controlling
person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses
(or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement
of any material fact contained in any registration statement prepared and filed by the Company under which Registrable Securities
were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein,
or any amendment or supplement thereto, or any omission to state therein a material fact required to be stated or necessary to
make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall reimburse
the Holder, and each such director, officer, partner and controlling person for any legal or any other expenses reasonably incurred
by them in connection with investigating, defending or settling any such loss, claim, damage, liability, action or proceeding;
provided, however, that the indemnity obligation of the Company under this Section 8(a) to any Holder shall in no
event exceed the net proceeds from the Offering received by the Company from such Holder (or Holder’s predecessor-in-interest);
and provided further, that the Company shall not be liable in any such case (i) to the extent that any such loss, claim,
damage, or liability (or action or proceeding in respect thereof) or expense arises out of or is based upon (x) an untrue statement
in or omission from such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment
or supplement in reliance upon and in conformity with written information furnished by a Holder or its representative to the Company
for use in the preparation thereof or (y) the failure of a Holder to comply with the covenants and agreements contained in Section
5 hereof respecting the sale of Registrable Securities; or (ii) if the person asserting any such loss, claim, damage or liability
(or action or proceeding in respect thereof) who purchased the Registrable Securities that are the subject thereof did not receive
a copy of an amended preliminary or final prospectus or the final prospectus (or the final prospectus as amended or supplemented)
at or prior to the written confirmation of the sale of such Registrable Securities to such person because of the failure of such
Holder to so provide such amended preliminary or final prospectus and the untrue statement or omission of a material fact made
in such preliminary or final prospectus was corrected in the amended preliminary or final prospectus (or the final prospectus as
amended or supplemented). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf
of the Holders, or any such director, officer, partner or controlling person and shall survive the transfer of such shares by the
Holder.


 




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(b) As a condition to
including Registrable Securities in any registration statement filed pursuant to this Agreement, each Holder agrees to be bound
by the terms of this Section 8 and to indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of
its directors, officers, partners, legal counsel and accountants and each underwriter, if any, and each other person, if any, who
controls the Company within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities,
joint or several, to which the Company or any such director or officer or controlling person may become subject under the Securities
Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened,
in respect thereof) arise out of or are based upon any untrue statement of a material fact or any omission of a material fact required
to be stated in any registration statement, any preliminary prospectus, final prospectus, summary prospectus, amendment or supplement
thereto or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, to
the extent that such untrue statement or omission is included or omitted in reliance upon and in conformity with written information
furnished by the Holder or its representative to the Company for use in the preparation thereof, and such Holder shall reimburse
the Company, and such Holders, directors, officers, partners, legal counsel and accountants, persons, underwriters, or control
persons, each such director, officer, and controlling person for any legal or other expenses reasonably incurred by them in connection
with investigating, defending, or settling any such loss, claim, damage, liability, action, or proceeding; provided, however,
that the indemnity obligation of a Holder under this Section 8(b) shall in no event exceed the amount of the net proceeds received
by such Holder as a result of the sale of such Holder’s Registrable Securities pursuant to such registration statement, except
in the case of fraud or willful misconduct. Such indemnity shall remain in full force and effect, regardless of any investigation
made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer by any Holder
of such shares.


 


(c) Promptly after receipt
by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in this Section
8 (including any governmental action), such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying
party, give written notice to the indemnifying party of the commencement of such action; provided, that the failure of any
indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section,
except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action
is brought against an indemnified party, unless in the reasonable judgment of counsel to such indemnified party a conflict of interest
between such indemnified and indemnifying parties may exist or the indemnified party may have defenses not available to the indemnifying
party in respect of such claim, the indemnifying party shall be entitled to participate in and to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any
legal or other expenses subsequently incurred by the latter in connection with the defense thereof, unless in such indemnified
party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of
such claim after the assumption of the defenses thereof or the indemnifying party fails to defend such claim in a diligent manner,
other than reasonable costs of investigation. Neither an indemnified nor an indemnifying party shall be liable for any settlement
of any action or proceeding effected without its consent. No indemnifying party shall, without the consent of the indemnified party,
consent to entry of any judgment or enter into any settlement, which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation.
Notwithstanding anything to the contrary set forth herein, and without limiting any of the rights set forth above, in any event
any party shall have the right to retain, at its own expense, counsel with respect to the defense of a claim. Each indemnified
party shall furnish such information regarding itself or the claim in question as an indemnifying party may reasonably request
in writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom.


 




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(d) If an indemnifying
party does not or is not permitted to assume the defense of an action pursuant to Section 8(c) or in the case of the expense reimbursement
obligation set forth in Sections 8(a) and 8(b), the indemnification required by Sections 8(a) and 8(b) shall be made by periodic
payments of the amount thereof during the course of the investigation or defense, as and when bills are received or expenses, losses,
damages, or liabilities are incurred.


 


(e) If the indemnification
provided for in Section 8(a) or 8(b) is held by a court of competent jurisdiction to be unavailable to an indemnified party with
respect to any loss, liability, claim, damage or expense referred to herein, the indemnifying party, in lieu of indemnifying such
indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss,
liability, claim, damage or expense (i) in such proportion as is appropriate to reflect the proportionate relative fault of the
indemnifying party on the one hand and the indemnified party on the other (determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or omission relates to information supplied by the indemnifying party
or the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission), or (ii) if the allocation provided by clause (i) above is not permitted by applicable
law or provides a lesser sum to the indemnified party than the amount herein provided, then in such proportion as is appropriate
to reflect not only the proportionate relative fault of the indemnifying party and the indemnified party, but also the relative
benefits received by the indemnifying party on the one hand and the indemnified party on the other, as well as any other relevant
equitable considerations. No indemnified party guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any indemnifying party who was not guilty of such fraudulent misrepresentation.


 


(f) Notwithstanding the
foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered
into in connection with an underwritten public offering are in conflict with the foregoing
provisions, the provisions in the underwriting agreement shall control.


 




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(g) Other Indemnification.
Indemnification similar to that specified in this Section (with appropriate modifications) shall be given by the Company and each
Holder of Registrable Securities with respect to any required registration or other qualification of securities under any federal
or state law or regulation or governmental authority other than the Securities Act.


 


9. Rule 144.
For a period of at least two (2) years following the Effective Date, the Company will use its commercially reasonable efforts to
timely file all reports required to be filed by the Company after the date hereof under the Exchange Act and the rules and regulations
adopted by the Commission thereunder, and if the Company is not required to file reports pursuant to such sections, it will prepare
and furnish to the Holders and make publicly available in accordance with Rule 144(c) such information as is required for the Holders
to sell shares of Common Stock under Rule 144.


 


10. Independent
Nature of Each Holder’s Obligations and Rights. The obligations of each Holder under this Agreement are several and not
joint with the obligations of any other Holder, and each Holder shall not be responsible in any way for the performance of the
obligations of any other Holder under this Agreement. Nothing contained herein and no action taken by any Holder pursuant hereto,
shall be deemed to constitute such Holders as a partnership, an association, a joint venture, or any other kind of entity, or create
a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions
contemplated by this Agreement. Each Holder shall be entitled to independently protect and enforce its rights, including without
limitation the rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional
party in any proceeding for such purpose.


 


11. Miscellaneous.


 


(a) Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the United States of America and the State of
New York, both substantive and remedial, without regard to New York conflicts of law principles. Any judicial proceeding brought
against any of the parties to this Agreement or any dispute arising out of this Agreement or any matter related hereto shall be
brought in the courts of the State of New York, New York County, or in the United States District Court for the Southern District
of New York and, by its execution and delivery of this Agreement, each party to this Agreement accepts the jurisdiction of such
courts. The foregoing consent to jurisdiction shall not be deemed to confer rights on any person other than the parties to this
Agreement.


 


(b) Remedies.
In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder
or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement,
including recovery of damages, shall be entitled to specific performance of its rights under this Agreement.


 




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(c) Successors and
Assigns. Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the
successors, Permitted Assignees, executors and administrators of the parties hereto.


 


(d) No Inconsistent
Agreements. The Company has not entered, as of the date hereof, and shall not enter, on or after the date of this Agreement,
into any agreement with respect to its securities that would have the effect of impairing the rights granted to the Holders in
this Agreement or otherwise conflicts with the provisions hereof. Notwithstanding anything to the contrary contained herewith,
except as specifically provided in this Agreement, any action by the Company which could have the effect of diminishing the value
of any Registrable Securities, including, without limitation, the issuance of additional stock or other securities, the granting
of registration rights to others, and actions in connection with the operation of the business of the Company, shall not by itself,
absent bad faith, be deemed an impairment of the rights granted to the Holders in this Agreement.


 


(e) Entire Agreement.
This Agreement and the documents, instruments and other agreements specifically referred to herein or delivered pursuant hereto
constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof.


 


(f) Notices, etc.
All notices, consents, waivers, and other communications which are required or permitted under this Agreement shall be in writing
and will be deemed given to a party (a) on the date of delivery, if delivered to the appropriate address by hand or by nationally
recognized overnight courier service (costs prepaid); (b) the date of transmission if sent by facsimile or e-mail with confirmation
of transmission by the transmitting equipment if such notice or communication is delivered prior to 5:00 P.M., New York City time,
on a Trading Day, or the next Trading Day after the date of transmission, if such notice or communication is delivered on a day
that is not a Trading Day or later than 5:00 P.M., New York City time, on any Trading Day; (c) the date received or rejected by
the addressee, if sent by certified mail, return receipt requested; or (d) seven days after the placement of the notice into the
mails (first class postage prepaid), to the party at the address, facsimile number, or e-mail address furnished by the such party,


 


if to the Company, to:


Shuttle Pharmaceuticals Holdings, Inc.

One Research Court, Suite 450

Rockville, MD 20850


Attention: Anatoly Dritschilo, M.D.


E-mail Address: anatoly.dritschilo@shuttlepharma.org


 


with copy to:


CKR Law LLP


1330 Avenue of the Americas, 14th
Floor


New York, NY 10019


Attention: Megan J. Penick


Facsimile: +1-212-259-8200


E-mail Address: mpenick@ckrlaw.com


 




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if to a Subscriber, to:


 


the address set forth on such
Subscriber’s Omnibus Signature Page hereto; or


 


if to a Broker, to:


 


such Broker at the address set
forth on the Broker’s signature page hereto;


 


or at such other address as any party shall have furnished to
the other parties in writing in accordance with this Section 11(f).


 


(g) Delays or Omissions.
No delay or omission to exercise any right, power or remedy accruing to any Holder, upon any breach or default of the Company under
this Agreement, shall impair any such right, power or remedy of such Holder nor shall it be construed to be a waiver of any such
breach or default, or an acquiescence therein, or of any similar breach or default thereunder occurring; nor shall any waiver of
any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver,
permit, consent or approval of any kind or character on the part of any Holder of any breach or default under this Agreement, or
any waiver on the part of any Holder of any provisions or conditions of this Agreement, must be in writing and shall be effective
only to the extent specifically set forth in such writing. All remedies, either under this Agreement, or by law or otherwise afforded
to any holder, shall be cumulative and not alternative.


 


(h) Counterparts.
This Agreement may be executed in any number of counterparts, and with respect to any Subscriber, by execution of an Omnibus Signature
Page to this Agreement and the Subscription Agreement, each of which shall be enforceable against the parties actually executing
such counterparts, and all of which together shall constitute one instrument. In the event that any signature is delivered by facsimile
transmission or by an e-mail, which contains a portable document format (.pdf) file of an executed signature page, such signature
shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same
force and effect as if such facsimile or e-mail of a .pdf signature page were an original thereof.


 


(i) Severability.
In the case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


(j) Amendments.
Except as otherwise provided herein, the provisions of this Agreement may be amended at any time and from time to time, and particular
provisions of this Agreement may be waived, with and only with an agreement or consent in writing signed by the Company and the
Majority Holders. The Holders acknowledge that by the operation of this Section, the Majority Holders may have the right and power
to diminish or eliminate all rights of the other Holders under this Agreement.


 


[Company Signature
Page Follows]


 




    C-15


     


    

 


This Registration Rights
Agreement is hereby executed as of the date first above written.


 


	 	The Company:
	 	 
	 	SHUTTLE PHARMACEUTICALS HOLDINGS, INC.


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 


Subscribers


 


See Omnibus Signature Pages to the Subscription Agreement


 


	Broker (individual):	 	Broker (entity):
	 	 	 
	 	 	 
	Print Name	 	Print Name of Entity
	 	 	 
	 	 	By:	 
	Signature	 	Name:
	 	 	Title:


 


All Brokers: Address


 


	 	 
	 	 
	 	 


 




    C-16


     


    

 


Schedule 1


 


Brokers


 




    C-17


     


    

 


Annex A




 


Shuttle Pharmaceuticals Holdings, Inc.


 


Selling Securityholder Notice and Questionnaire


 


The
undersigned beneficial owner of Registrable Securities of Shuttle Pharmaceuticals Holdings, Inc., a
Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the U.S.
Securities and Exchange Commission a registration statement (the “Registration Statement”) under Rule 415 of
the Securities Act of 1933, as amended, for the registration and resale 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 security holder 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 security holder in the Registration Statement and the related prospectus.


 


NOTICE


 


The undersigned beneficial
owner (the “Selling Securityholder”) of Registrable Securities hereby elects to include the Registrable Securities
owned by it in the Registration Statement.


 


The undersigned hereby
provides the following information to the Company and represents and warrants that such information is accurate:


 


QUESTIONNAIRE


 


1. Name:


 


		(a)	Full Legal Name of Selling Securityholder



 


	 	 
	 	 


 


		(b)	Full Legal Name of Registered Holder (holder of record) (if not the same as (a) above) through
which Registrable Securities are held:



 


	 	 
	 	 


 




    C-18


     


    

 


		(c)	If you are not a natural person, full Legal Name of Natural Control Person (which means a natural
person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by this Questionnaire):



 


	 	 
	 	 


 


2. Address for Notices to Selling
Securityholder:


 


	 
	 
	 
	Telephone:	    	 	  Fax:	 
	Email:	        	 






	Contact Person:	 




 


3. Broker-Dealer Status:


 


		(a)	Are you a broker-dealer?



 


	Yes     ☐	 	No     ☐


 


		(b)	If “yes” to Section 3(a), did you receive your Registrable Securities as compensation
for investment banking services to the Company?



 


	Yes     ☐	 	No     ☐



 


		Note:	If “no” to Section 3(b), the Commission’s
staff has indicated that you should be identified as an underwriter in the Registration Statement.



 


		(c)	Are you an affiliate of a broker-dealer?



 


	Yes     ☐	 	No     ☐



 


		(d)	If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities
in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements
or understandings, directly or indirectly, with any person to distribute the Registrable Securities?



 


	Yes     ☐	 	No     ☐



 


		Note:	If “no” to Section 3(d), the Commission’s
staff has indicated that you should be identified as an underwriter in the Registration Statement.



 




    C-19


     


    

 


4. Beneficial Ownership of Securities of
the Company Owned by the Selling Securityholder:


 


Except as set forth below
in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company.


 


(a)Please
list the type (common stock, warrants, etc.) and amount of all securities of the Company (including any Registrable Securities)
beneficially owned1 by the Selling Securityholder:


 


	 	 
	 	 


 


5. Relationships with the Company:


 


Except as set forth below,
neither you nor (if you are a natural person) any member of your immediate family, nor (if you are not a natural person) any of
your affiliates2, officers, directors or principal equity holders (owners of 5% of more of the equity securities of
the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors
or affiliates) during the past three years.


 


State any exceptions here:


 


	 	 
	 	 


 


6. Method of Distribution:


 


Describe below Holder’s intended
method of distribution.


 


	 	 
	 	 


 


The undersigned agrees
to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the
date hereof at any time while the Registration Statement remains effective.


 


By signing below, the
undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 and the inclusion
of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned
understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration
Statement and the related prospectus and any amendments or supplements thereto.


 


 

















		1	Beneficially Owned: 
A “beneficial owner” of a security includes any person who, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise has or shares (i) voting power, including the power to direct the
voting of such security, or (ii) investment power, including the power to dispose of, or direct the
disposition of, such security.  In addition, a person is deemed to have “beneficial ownership” of a security
of which such person has the right to acquire beneficial ownership at any time within 60 days, including, but not limited
to, any right to acquire such security: (i) through the exercise of any option, warrant or right, (ii) through the conversion
of any security or (iii) pursuant to the power to revoke, or the automatic termination of, a trust, discretionary account
or similar arrangement.



 


It is possible that a security
may have more than one “beneficial owner,” such as a trust, with two co-trustees sharing voting power, and the settlor
or another third party having investment power, in which case each of the three would be the “beneficial owner” of
the securities in the trust.  The power to vote or direct the voting, or to invest or dispose of, or direct the investment
or disposition of, a security may be indirect and arise from legal, economic, contractual or other rights, and the determination
of beneficial ownership depends upon who ultimately possesses or shares the power to direct the voting or the disposition of the
security.


 


The final determination of the
existence of beneficial ownership depends upon the facts of each case.  You may, if you believe the facts warrant it, disclaim
beneficial ownership of securities that might otherwise be considered “beneficially owned” by you.


 


		2	Affiliate: 
An “affiliate” is a company or person that directly, or indirectly through one or more intermediaries, controls you,
or is controlled by you, or is under common control with you.



 




    C-20


     


    

 


IN WITNESS WHEREOF
the undersigned, by authority duly given, has caused this Selling Securityholder Notice and Questionnaire to be executed and delivered
either in person or by its duly authorized agent.


 


	BENEFICIAL OWNER (individual)	 	BENEFICIAL OWNER (entity)
	 	 	 
	 	 	 
	Signature	 	Name of Entity
	 	 	 
	 	 	 
	Print Name	 	Signature
	 	 	 
	 	 	Print Name:	 
	Signature (if Joint Tenants or Tenants in Common)	 	 
	 	 	Title:	        	 


 


PLEASE E-MAIL OR FAX A COPY OF THE COMPLETED
AND EXECUTED SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:


 


CKR Law LLP


1330 Avenue of the Americas, 14th Floor


New York, NY 10019


Attention: Eleanor Osmanoff


Facsimile: (212) 259-8200


E-mail Address: eosmanoff@ckrlaw.com


 


 


C-21