Registration
Rights Agreement


 


This Registration Rights
Agreement (this “Agreement”) is made and entered into effective as of July 31 2014, among Enumeral Biomedical
Holdings, Inc. (formerly known as Cerulean Group, Inc.), a Delaware corporation (the “Company”), the persons
who have executed omnibus or counterpart signature page(s) hereto (each, a “Purchaser” and collectively, the
“Purchasers”) and the persons or entities identified on Schedule 1 hereto holding Placement Agent Warrants (as
defined below) (collectively, the “Brokers”).


 


RECITALS:


 


WHEREAS, the Company
has offered and sold in compliance with Rule 506 of Regulation D promulgated under the Securities Act to accredited investors in
a private placement offering (the “PPO”) its “Units,” each consisting of (i) one share of
the common stock of the Company, par value $0.001 per share (the “Common Stock”) and (ii) a warrant representing
the right to purchase one share of Common Stock, exercisable from issuance until five (5) years after the initial closing of the
PPO at an exercise price of $2.00 per share (the “PPO Warrants”), pursuant to that certain Subscription Agreement
entered into by and between the Company and each of the subscribers for the Units set forth on the signature pages affixed thereto
(the “Subscription Agreement”); and


 


WHEREAS, the Company
has agreed to enter into a registration rights agreement with each of the Purchasers in the PPO who purchased the Units and with
the Brokers who hold Placement Agent Warrants;


 


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. As used in this Agreement, the following terms shall have the following respective meanings:


 


“Approved Market”
means the OTC Markets Group, the OTC Bulletin Board, the Nasdaq Stock Market, the New York Stock Exchange or the NYSE Amex.


 


“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, 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.




    	 



    	 



    

 


“Business Day”
means any day of the year, other than a Saturday, Sunday, or other day on which banks in the State of New York are required or
authorized to close.


 


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


 


“Common Stock”
means the common stock, par value $0.001 per share, of the Company and any and all shares of capital stock or other equity securities
of: (i) the Company which are added to or exchanged or substituted for the Common Stock by reason of the declaration of any stock
dividend or stock split, the issuance of any distribution or the reclassification, readjustment, recapitalization or other such
modification of the capital structure of the Company; and (ii) any other corporation, now or hereafter organized under the laws
of any state or other governmental authority, with which the Company is merged, which results from any consolidation or reorganization
to which the Company is a party, or to which is sold all or substantially all of the shares or assets of the Company, if immediately
after such merger, consolidation, reorganization or sale, the Company or the stockholders of the Company own equity securities
having in the aggregate more than 50% of the total voting power of such other corporation.


 


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


 


“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.


 


“Holder”
means (i) each Purchaser or any of such Purchaser’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 Purchaser 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.


 


“Lock-Up Agreements”
means the lock-up agreements entered into by and between the Company and all of its officers, directors and key employees (each
a “Restricted Holder”) pursuant to which such Registered Holders agree to certain restrictions on the sale or
disposition (including pledge) of all of the Common Stock of the Company held by (or issuable to) them.


 




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“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.


 


“Piggyback Registration”
means, in any registration of Common Stock referenced in Section 3(b), the right of each Holder to include the Registrable Securities
of such Holder in such registration.


 


“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 in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration
statement.


 


“Registrable Enumeral
Shares” means fifty percent (50%) of the shares of Common Stock issued in the Merger in exchange for Enumeral’s
existing stock that is held by a person (a “Registered Enumeral Stockholder”) who will not initially be party
to a Lock-Up Agreement, provided that if any Registered Enumeral Stockholder purchases Units in the PPO having a purchase price
equal to at least fifty percent (50%) of the total amount invested by such holder in Enumeral stock prior to the PPO, one hundred
percent (100%) of the shares of Common Stock issued in the Merger in exchange for Enumeral’s existing preferred stock held
by such Registered Enumeral Stockholder.


 


“Registrable Securities”
means (a) the Shares, (b) the shares of Common Stock issuable upon exercise of the PPO Warrants, (c) the shares of Common Stock
issuable upon exercise of the Placement Agent Warrants, (d) the True-Up Shares, and (e) the Registrable Enumeral Shares; but, in
each case, 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
Default Period” means the period during which any Registration Event occurs and is continuing.


 


“Registration
Effectiveness Date” means the date that is one hundred and eighty (180) calendar days after the Registration Statement
is first filed with the Commission.




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“Registration
Event” means the occurrence of any of the following events:


 


(a)          the
Company fails to file with the Commission the Registration Statement on or before the Registration Filing Date;


 


(b)          the
Registration Statement is not declared effective by the Commission on or before the Registration Effectiveness Date;


 


(c)          after
the SEC Effective Date, the Registration Statement ceases for any reason to remain continuously effective or the Holders are otherwise
not permitted to utilize the prospectus therein to resell the Registrable Securities (including a Blackout Period) for a period
of more than thirty (30) consecutive Trading Days, except as excused pursuant to Section 3(a); or


 


(d)          the
Registrable Securities, if issued, are not listed or included for quotation on an Approved Market, or trading of the Common Stock
is suspended or halted on the Approved Market, which at the time constitutes the principal market for the Common Stock, for more
than three (3) full, consecutive Trading Days; provided, however, a Registration Event shall not be deemed to occur
if all or substantially all trading in equity securities (including the Common Stock) of the Company is suspended or halted on
the Approved Market for any length of time.


 


“Registration
Filing Date” means the date that is ninety (90) calendar days after the Effective Date.


 


“Registration
Statement” means the registration statement that the Company is required to file pursuant to Section 3(a) of this Agreement
to register the Registrable Securities.


 


“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.


 


“SEC Effective
Date” means the date the Registration Statement is declared effective by the Commission.


 


“Shares”
means the shares of Common Stock issued to the Purchasers pursuant to the Subscription Agreement and any shares of Common Stock
issued or issuable with respect to such shares upon any stock split, dividend or other distribution, recapitalization or similar
event with respect to the foregoing.


 




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


 


“True-Up Shares”
means restricted shares of Common Stock issued to the Pre-Merger Stockholders (as defined below) of the Company, pro rata, in the
event that the aggregate gross proceeds of the PPO exceed the Maximum Offering amount.


 


Capitalized terms used
herein without definition have the meanings ascribed to them in the Subscription Agreement.


 


2.    
      Term. This Agreement shall terminate with respect to each Holder on the
earlier of: (i) the date that is the later of (x) two years from the SEC Effective Date and (y) the
date on which all Registrable Securities held by such Holder are transferred other than to a Permitted Transferee or
may be sold under Rule 144 without volume limitations during any ninety (90) day period; or (ii) the date otherwise
terminated as provided herein.


 


3.    
      Registration.


 


(a)          Registration
on Form S-1. The Company shall file with the Commission a Registration Statement on Form S-1, or any other form for which the
Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the resale
by the Holders of all of the Registrable Securities, and the Company shall (i) use its commercially reasonable efforts to make
the initial filing of the Registration Statement no later than the Registration Filing Date, (ii) use its commercially reasonable
efforts to cause such Registration Statement to be declared effective no later than the Registration Effectiveness Date and (iii)
use its commercially reasonable efforts to keep such Registration Statement effective for a period of twenty-four (24) months or
for such shorter period ending on the earlier to occur of (x) the sale of all Registrable Securities and (y) the availability of
Rule 144 for the Holder to sell all of the Registrable Securities without volume limitations within a 90 day period (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, in the event that the
staff (the “Staff”) of the Commission should limit the number of Registrable Securities that may be sold pursuant
to the Registration Statement, the Company may remove from the Registration Statement such number of Registrable Securities as
specified by the Commission on behalf of all of the holders of Registrable Securities first (i) from the shares of Common Stock
issuable upon exercise of the Placement Agent Warrants, on a pro-rata basis, and second (ii) from the True-Up Shares, on a pro-rata
basis, and third (iii) from Registrable Enumeral Shares held by Registered Enumeral Stockholders who did not purchase Units in
the PPO having a purchase price equal to at least fifty percent (50%) of the total amount invested by such holders in Enumeral
stock prior to the PPO, on a pro-rata basis, and fourth (iv) from Registrable Enumeral Shares held by Registered Enumeral Stockholders
who purchased Units in the PPO having a purchase price equal to at least fifty percent (50%) of the total amount invested by such
holders in Enumeral stock prior to the PPO, and (v) after all Registrable Enumeral Shares have been removed from the Registration
Statement, from the other Registrable Securities on a pro rata basis among such holders, on a pro-rata basis. In such event, the
Company shall give the Purchasers prompt notice of the number of Registrable Securities excluded therefrom. No liquidated damages
shall accrue or be payable to any Holder pursuant to Section 3(d) with respect to any Registrable Securities that are excluded
by reason of the foregoing sentence. In addition, during the twelve (12) month period following the effective date of the Merger,
the Company shall not register, nor shall it take any action to facilitate registration, under the Securities Act, the shares of
the Common Stock of the Company issued pursuant to the Merger to the Restricted Holders and/or Registered Enumeral Stockholders.
The above restriction shall not prohibit the Company from 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)), or a registration on Form S-4 (or its then equivalent form) in connection with a merger, acquisition, divestiture, reorganization
or similar event.


 




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(b)          Piggyback
Registration. If, after the SEC Effective Date, the Company shall determine to register for sale for cash any of its Common
Stock, 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”) (and in no event
shall such notice be given less than twenty (20) calendar days prior to the filing of such registration statement), and shall,
subject to Section 3(c), include as a Piggyback Registration all of the Registrable Securities (including any Registrable Securities
that are removed from the Registration Statement as a result of a requirement by the Staff) specified in a written request delivered
by the Holder thereof within ten (10) calendar days after delivery to the Holder of such written notice from the Company. However,
the Company may, without the consent of such Holders, withdraw such registration statement prior to its becoming effective if the
Company or such other selling stockholders have elected to abandon the proposal to register the securities proposed to be registered
thereby. The right contained in this paragraph may be exercised by each Holder only with respect to two (2) qualifying registrations.
The Holders acknowledge and agree that the stockholders of the Company prior to the consummation of the Merger and PPO (the “Pre-Merger
Stockholders”) (but, for avoidance of doubt, not holders of the shares issued to the stockholders of Enumeral in consideration
for the Merger) shall have “piggyback” registration rights identical to the foregoing for inclusion in any such registration
together with the Holders.


 




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(c)          Underwriting.
For purposes of this subsection (c) only, the term “Holders” shall include the Pre-Merger Stockholders. If a Piggyback
Registration is for a registered public offering that is to be made by an underwriting, the Company shall so advise the Holders
as part of the Registration Rights Notice. In that event, the right of any Holder to Piggyback Registration shall be conditioned
upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in
the underwriting to the extent provided herein. All Holders proposing to sell any of their Registrable Securities through such
underwriting shall (together with the Company and any other stockholders of the Company selling their securities through such underwriting)
enter into an underwriting agreement in customary form with the underwriter selected for such underwriting by the Company or such
other selling stockholders, as applicable. Notwithstanding any other provision of this Section 3(c), if the 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 underwritten, the underwriter may exclude some or all Registrable Securities from such registration and underwriting. The
Company shall so advise all Holders (except those Holders who failed to timely elect to include their Registrable Securities through
such underwriting or have indicated to the Company their decision not to do so), and indicate to each such Holder the number of
shares of Registrable Securities that may be included in the registration and underwriting, if any. The number of shares of Registrable
Securities to be included in such registration and underwriting shall be allocated among such Holders as follows:


 


(i)          If
the Piggyback Registration was initiated by the Company, the number of shares that may be included in the registration and underwriting
shall be allocated first to the Company and then, subject to obligations and commitments existing as of the date hereof, to all
persons exercising piggyback registration rights (including the Holders) who have requested to sell in the registration on a pro
rata basis according to the number of shares requested to be included therein; and


 


(ii)         If
the Piggyback Registration was initiated by the exercise of demand registration rights by a stockholder or stockholders of the
Company, then the number of shares that may be included in the registration and underwriting shall be allocated first to such selling
stockholders who exercised such demand to the extent of their demand registration rights, and then, subject to obligations and
commitments existing as of the date hereof, to the Company and then, subject to obligations and commitments existing as of the
date hereof, to all persons exercising piggyback registration rights (including the Holders) who have requested to sell in the
registration on a pro rata basis according to the number of shares requested to be included therein.


 


No Registrable Securities
excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration.
If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw such Holder’s Registrable
Securities therefrom by delivering a written notice to the Company and the underwriter. The Registrable Securities so withdrawn
from such underwriting shall also be withdrawn from such registration; provided, however, that, if by the withdrawal
of such Registrable Securities, a greater number of Registrable Securities held by other Holders may be included in such registration
(up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included
Registrable Securities in the registration the right to include additional Registrable Securities pursuant to the terms and limitations
set forth herein in the same proportion used above in determining the underwriter limitation.


 




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(d)          Liquidated
Damages. If a Registration Event occurs, then the Company will make payments to each Holder of Registrable Securities identified
in clause (a) or (b) of the definition of Registrable Securities, as liquidated damages to such Holder by reason of the Registration
Event, a cash sum equal to one percent (1%) of the aggregate purchase price paid by such Holder pursuant to Subscription Agreement
with respect to such Holder’s Registrable Securities which are affected by such Registration Event, for each full thirty
(30) days during which such Registration Event continues to affect such Registrable Securities (which shall be pro-rated for any
period less than 30 days). Notwithstanding the foregoing, the maximum amount of liquidated damages that may be paid by the Company
pursuant to this Section 3(d) shall be an amount equal to eight percent (8%) of the aggregate purchase price paid by a Holder pursuant
to the Subscription Agreement with respect to such Holder’s Registrable Securities that are affected by all Registration
Events in the aggregate. Each payment of liquidated damages pursuant to this Section 3(d) shall be due and payable in arrears within
five (5) days after the end of each full 30-day period of the Registration Default Period until the termination of the Registration
Default Period and within five (5) days after such termination. Such payments shall constitute the Holder’s exclusive remedy
for any Registration Event. The Registration Default Period shall terminate upon the earlier of such time as the Registrable Securities
that are affected by the Registration Event cease to be Registrable Securities or (i) the filing of the Registration Statement
in the case of clause (a) of the definition of Registration Event, (ii) the SEC Effective Date in the case of clause (b) of the
definition of Registration Event, (iii) the ability of the Holders to effect sales pursuant to the Registration Statement in the
case of clause (c) of the definition of Registration Event, and (iv) the listing or inclusion and/or trading of the Common Stock
on an Approved Market, as the case may be, in the case of clause (d) of the definition of Registration Event. The amounts payable
as liquidated damages pursuant to this Section 3(d) shall be payable in lawful money of the United States. Notwithstanding the
foregoing, the Company will not be liable for the payment of liquidated damages described in this Section 3(d) for any delay in
registration of Registrable Securities that would otherwise be includable in the Registration Statement pursuant to Rule 415 solely
as a result of a comment received by the Staff requiring a limit on the number of Registrable Securities included in such Registration
Statement in order for such Registration Statement to be able to avail itself of Rule 415. In the event of any such delay, the
Company will use its commercially reasonable efforts at the first opportunity that is permitted by the Commission to register for
resale the Registrable Securities that have been cut back from being registered pursuant to Rule 415 only with respect to that
portion of the Holders’ Registrable Securities that are then Registrable Securities.


 


(e)          Notwithstanding
the provisions of Section 3(d) above, if (i) the Commission does not declare the Registration Statement effective on or before
the Registration Effectiveness Date, or (ii) the Commission allows the Registration Statement to be declared effective at any time
before or after the Registration Effectiveness Date, subject to the withdrawal of certain Registrable Securities from the Registration
Statement, and the reason for (i) or (ii) is the Commission’s determination that (x) the offering of any of the Registrable
Securities constitutes a primary offering of securities by the Company, (y) Rule 415 may not be relied upon for the registration
of the resale of any or all of the Registrable Securities, and/or (z) a Holder of any Registrable Securities must be named as an
underwriter, the Holders understand and agree that in the case of (ii) the Company may (notwithstanding anything to the contrary
contained herein) reduce, on a pro rata basis, the total number of Registrable Securities to be registered on behalf of each such
Holder, and in the case of (i) or (ii) the Holder shall not be entitled to liquidated damages with respect to the Registrable Securities
not registered for the reason set forth in (i) or so reduced on a pro rata basis as set forth above.


 




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


 


(a)          prepare
and file with the Commission with respect to the Registrable Securities, a Registration Statement in accordance with Section 3(a)
hereof, and use its commercially reasonable efforts to cause such Registration Statement to become effective and to remain effective
for the Effectiveness Period;


 


(b)          if
the Registration Statement is subject to review by the Commission, promptly respond to all comments and diligently pursue resolution
of any comments to the satisfaction of the Commission;


 


(c)          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;


 


(d)          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), 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;


 


(e)          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 such 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.


 




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(f)          as
promptly as practicable after becoming aware of such event, notify each Holder of Registrable Securities, the disposition of which
requires delivery of a prospectus relating thereto under the Securities Act, 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 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 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;


 


(g)          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;


 


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


 


(i)          use
its commercially reasonable efforts to cause all the Registrable Securities covered by the Registration Statement to be quoted
on the OTC Markets Group or such other principal securities market or quotation system on which securities of the same class or
series issued by the Company are then listed or traded or quoted;


 


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


 


(k)          cooperate
with the Holders of Registrable Securities being offered pursuant to the Registration Statement to issue and deliver, or cause
its transfer agent to issue and deliver, certificates representing Registrable Securities to be offered pursuant to the 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;


 


(l)          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




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(m)         take
all other commercially reasonable actions necessary to expedite and facilitate the disposition by the Holders of the Registrable
Securities pursuant to the Registration Statement during the term 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
4(f) 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 4(f) 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.


 


(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 therefore 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 and of its 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.


 




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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 the other party hereto.


 


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 such indemnity agreement found in this Section 8(a) shall in no event exceed the net proceeds
from the PPO received by the Company; and provided further, that the Company shall not be liable in any such case (i) to
the extent that any such loss, claim, damage, 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 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,
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 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 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 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 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 indemnity obligation contained in 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 Sections 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 hereinafter calculated, 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.


 


(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.


 




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9.      
    Rule 144. The Company shall file with the Commission “Form 10 information”
(as defined in Rule 144(i)(3) under the Securities Act) reflecting its status as an entity that is no longer an issuer
described in Rule 144(i)(1)(i) promptly following the closing of the Merger. For a period of at least twelve (12) months
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
Purchasers and make publicly available in accordance with Rule 144(c) such information as is required for the Purchasers to
sell shares of Common Stock under Rule 144.


 


10.         Independent Nature of Each Purchaser’s Obligations and Rights. The obligations of
each Purchaser and each Broker under this Agreement are several and not joint with the obligations of any other Purchaser or
Broker, and each Purchaser and each Broker shall not be responsible in any way for the performance of the obligations of any
other Purchaser or any Broker under this Agreement. Nothing contained herein and no action taken by any Purchaser or Broker
pursuant hereto, shall be deemed to constitute such Purchasers and/or Brokers as a partnership, an association, a joint
venture, or any other kind of entity, or create a presumption that the Purchasers and/or Brokers are in any way acting in
concert or as a group with respect to such obligations or the transactions contemplated by this Agreement. Each Purchaser and
each Broker 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 or Broker 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 either 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.
Except as otherwise specifically set forth herein with respect to a Registration Event, 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. Except as otherwise specifically set forth herein with
respect to a Registration Event, the Company and each Holder agree that monetary damages would not provide adequate compensation
for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that,
in the event of any action for specific performance in respect of such breach, it shall not assert or shall waive the defense that
a remedy at law would be adequate.


 




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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.


 


(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 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:


 


Enumeral Biomedical Holdings, Inc.


One Kendall Square


Building 400, 4th Floor


Cambridge, Massachusetts 02139


Attn: Chief Executive Officer


Telephone Number: (617) 674-1865


E-mail Address: arthur@enumeral.com


 


with copy to:


 


Duane Morris, LLP.


100 High Street, Suite 2400


Boston, MA 02110-1724


Attention Jonathan Lourie, Esq.


Facsimile: 857-401-3089


Telephone Number: 857-488-4260


E-mail Address:
JLourie@duanemorris.com


 




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if to a Purchaser or Broker, to:


 


such Purchaser or Broker at the address
set forth on the 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 Purchaser, 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 e-mail, 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 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 Purchasers and Brokers 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 Purchasers and/or Brokers under this Agreement.


 


[COMPANY SIGNATURE PAGE
FOLLOWS]


 




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


 


	 	The Company:
	 	 
	 	ENUMERAL BIOMEDICAL HOLDINGS, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	Purchasers
	 	 
	 	See Omnibus Signature Pages to Subscription Agreement
	 	 
	 	Brokers:
	 	 
	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


 




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Annex A


 


ENUMERAL BIOMEDICAL HOLDINGS, INC.


 


Selling Securityholder Notice and Questionnaire


 


The
undersigned beneficial owner of Registrable Securities of Enumeral Biomedical Holdings, Inc. (formerly known as Cerulean
Group, 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”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended, 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)	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.



 




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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:


 


	 	 
	 	 


 





 






		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.



 




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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 5 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.


 


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:


 


Crone Kline Rinde LLP 488 Madison Avenue, 12th
Floor


New York, NY 10022


Attention: Linda B. Kalayjian


Facsimile: (212) 400-6901


E-mail Address: lbk@crklaw.com


 




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