LOCK-UP AGREEMENT


 


This LOCK-UP AGREEMENT
(this “Agreement”) is made as of July 31, 2014 by and between the undersigned person or entity (the “Restricted
Holder”) and Enumeral Biomedical Holdings, Inc., a Delaware corporation formerly known as Cerulean Group, Inc. (the “Parent”).
Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as
defined herein).


 


WHEREAS, pursuant to the
transactions contemplated under that certain Agreement and Plan of Merger and Reorganization, dated as of July 31, 2014 (the “Merger
Agreement”), by and among the Parent, Enumeral Acquisition Corp., a Delaware corporation (the “Acquisition Subsidiary”),
and Enumeral Biomedical Corp., a Delaware corporation (the “Company”), the Acquisition Subsidiary will merge
with and into the Company, with the result of such merger being that the Company will be the surviving entity and become a wholly-owned
subsidiary of the Parent, with all the Company stockholders exchanging their shares of Company Stock for shares of Parent Common
Stock pursuant to the terms of the Merger Agreement (the “Merger”);


 


WHEREAS, simultaneously
with or prior to the closing of the Merger, Parent will complete a private placement offering (the “Private Placement
Offering”) of a minimum of 10 million Units (as defined below) of its securities, at a purchase price of $1.00 per Unit,
each “Unit” consisting of one (1) share of the Parent Common Stock, and a warrant to purchase one (1) share
of Common Stock at an exercise price of $2.00 per share for a term of five (5) years;


 


WHEREAS, the Restricted
Holder will be an officer, director and/or key employee of the Parent immediately after the closing of the Merger and/or the Restricted
Holder will be a beneficial owner of five percent (5%) or more (a “5% Stockholder”) of the outstanding shares
of Parent Common Stock immediately after the closing of the Merger and the Private Placement Offering; and


 


WHEREAS, the Merger Agreement
provides that, among other things, all the shares of Parent Common Stock owned by the Restricted Holder immediately after the closing
of the Merger (the “Restricted Securities”) shall be subject to certain restrictions on Disposition (as defined
herein) during the period of eighteen (18) months immediately following the closing date of the Merger, if the Restricted Holder
is and remains a director or 5% Stockholder or during the period of twenty-four (24) months immediately following the closing date
of the Merger, if the Restricted Holder is and remains an officer or employee (each such period, the “Restricted Period”),
subject to certain conditions all as more fully set forth herein.


 


NOW, THEREFORE, as an inducement
to and in consideration of the Parent’s agreement to enter into the Merger Agreement and proceed with the Merger, and for
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:


 




    	 



    	 



    

 


1.          Lock
Up Period.


 


(a)          During
the Restricted Period, the Restricted Holder will not, directly or indirectly: (i) offer, pledge, sell, contract to sell, sell
any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of,
make any short sale, lend or otherwise dispose of or transfer any Restricted Securities or any securities convertible into or exercisable
or exchangeable for Restricted Securities, or (ii) enter into any swap or any other agreement or any transaction that transfers,
in whole or in part, directly or indirectly, any of the economic consequences of ownership of any Restricted Securities (with the
actions described in clause (i) or (ii) above being hereinafter referred to as a “Disposition”); provided, however,
that if the Parent engages in an underwritten public offering of its equity or convertible securities prior to the end of the Restricted
Period, the managing underwriter may waive the balance of the Restricted Period. The foregoing restrictions are expressly agreed
to preclude the Restricted Holder from engaging in any hedging or other transaction which is designed to or which reasonably could
be expected to lead to or result in a sale or disposition of any of the Restricted Securities of the Restricted Holder during the
Restricted Period, even if such securities would be disposed of by someone other than the Restricted Holder.


 


(b)          In
addition, during the applicable Restricted Period, the Restricted Holder will not, directly or indirectly, effect or agree to effect
any short sale (as defined in Rule 200 under Regulation SHO of the Securities Exchange Act of 1934 (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 any shares of the Parent Common Stock, borrow or pre-borrow any shares of the Parent Common Stock, or grant
any other right (including, without limitation, any put or call option) with respect to shares of the Parent Common Stock or with
respect to any security that includes, is convertible into or exercisable for or derives any significant part of its value from
shares of the Parent Common Stock or otherwise seek to hedge the Restricted Holder’s position in the Parent Common Stock.


 


(c)          Notwithstanding
anything contained herein to the contrary, the Restricted Holder shall be permitted to engage in any Disposition (i) where the
other party to such Disposition is another Restricted Holder and the transferee agrees in writing that the Restricted Securities
shall continue to be subject to the restrictions on transfer set forth in this Agreement, (ii) where such Disposition is a bona
fide gift or gifts and the donee takes title to such shares subject to the restrictions on transfer set forth in this Agreement,
(iii) where such Disposition is in connection with estate planning purposes, including, without limitation to an inter-vivos trust,
and the transferee takes title to such shares subject to the restrictions on transfer set forth in this Agreement, (iv) upon the
written approval of the lead underwriter in any underwritten public offering of Parent’s securities with gross proceeds of
$40,000,000 or more, (v) where such Disposition is to an affiliate of such Restricted Holder (including entities wholly owned by
such Restricted Holder or one or more trusts where such Restricted Holder is the grantor of such trust(s)) as long as such affiliate
executes a copy of this Agreement, (vi) as a distribution to stockholders, partners or members of the Restricted Holder, provided
that such stockholders, partners or members agrees in writing that the Restricted Securities shall continue to be subject to the
restrictions on transfer set forth in this Agreement; (vii) as collateral for any bona fide loan, provided that the lender agrees
in writing that the Restricted Securities shall continue to be subject to the restrictions on transfer set forth in this Agreement;
or (viii) with respect to the sales of securities acquired after the closing of the Offering in the open market or (ix) on and
after the date that such Restricted Holder ceases to be a director, officer and employee of the Parent and the Company or 5% Stockholder,
as the case may be.


 




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(d)          For
the avoidance of doubt, nothing shall prevent the Restricted Holder from, or restrict the ability of the Restricted Holder to,
(i) purchase common stock on the open market or (ii) exercise any options, warrants or other convertible securities granted by
the Parent to the Restricted Holder or any of its affiliates.


 


2.          Legends;
Stop Transfer Instructions.


 


(a)          In
addition to any legends to reflect applicable transfer restrictions under federal or state securities laws, each stock certificate
representing Restricted Securities shall be stamped or otherwise imprinted with the following legend:


 


“THE SECURITIES REPRESENTED HEREBY
ARE SUBJECT TO THE TERMS AND CONDITIONS OF A LOCK-UP AGREEMENT, DATED AS OF JULY 31, 2014, BETWEEN THE HOLDER HEREOF AND ENUMERAL
BIOMEDICAL HOLDINGS, INC. AND MAY ONLY BE SOLD OR TRANSFERRED IN ACCORDANCE WITH THE TERMS THEREOF.”


 


(b)          The
Restricted Holder hereby agrees and consents to the entry of stop transfer instructions with the Parent’s transfer agent
and registrar against the transfer of the Restricted Securities or securities convertible into or exchangeable for Restricted Securities
held by the Restricted Holder except in compliance with this Agreement.


 


3.          Registration
of Restricted Shares.


 


(a)          During
the Covered Period (as defined below), Parent shall not register for resale any of the shares of Parent Common Stock received by
the Company stockholders in exchange for their shares of Company Common Stock pursuant to the Merger (the “Merger Shares”)
(for the sake of clarity, other than a registration on Form S-8 or other registration relating to shares of Parent Common Stock
or any other class of Parent securities issuable upon exercise of employee stock options or in connection with any employee benefit
plan or similar plan of Parent) unless the Restricted Holder is given at least ten (10) business days advance notice of such registration
and the right during the ten (10) business day period following receipt of such notice to elect to include its Restricted Securities
in such registration on a pari passu basis (including subject to cut back on a pari passu basis) with such other Merger Shares
and in accordance with the plan of distribution intended by Parent for such registration statement. In the event that such registration
involves an underwritten public offering of Parents securities, the right of the Restricted Holder to include its Restricted Shares
in such registration shall be further conditioned upon the Restricted Holder’s participation in such underwriting and the
inclusion of such Restricted Holder’s Restricted Shares in the underwriting on the terms set forth herein. The Restricted
Holders permitted to sell any of their Parent Common Stock through such underwriting shall (together with Parent and any other
stockholders of Parent selling their securities through such underwriting) enter into an underwriting agreement in customary form
with the underwriter selected for such underwriting by Parent or such other selling stockholders, as applicable. Nothing contained
herein shall require Parent to include any Merger Shares in any registration statement registering exclusively the resale of securities
issued by Parent in the Private Placement Offering or otherwise limit the ability of Parent to grant demand, piggy-back or other
registration rights to any other current or future stockholders of Parent.


 




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(b)          
“Covered Period” shall mean the period beginning upon the closing date of the Merger and ending on the later
of (i) the expiration of the Restricted Period and (ii) the date on which all Merger Shares held by the Restricted Holder are transferred
by the Restricted Holder or may be sold under Rule 144 without volume limitations during any ninety (90) day period.


 


(c)          Upon
the request (a “Registration Notice”) of the Restricted Holder together with such other holders of Restricted Securities
that are parties to similar Lock-Up Agreements (collectively the “Restricted Holders”) who collectively own at least
51% of the Restricted Securities issued by the Company in the Merger, given no earlier than the second anniversary of the closing
date of the Merger, the Company agrees to promptly, but no later than 90 calendar days from the date of the Registration Notice,
to file a registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”)
covering up to 50% of shares of Parent Common Stock issued in the Merger to the Restricted Holders (the “Registrable
Shares”). The Company agreed to use its commercially reasonable efforts to ensure that such Registration Statement is declared
effective within 180 calendar days of filing with the SEC. The Company shall use its commercially reasonable efforts to keep the
Registration Statement “evergreen” for nine months from the date it is declared effective by the SEC or until such
time as none of the Restricted Holders are affiliates of the Company with respect to all of their registrable shares, whichever
is earlier. The Company shall pay all expenses in connection with any registration obligation provided in this Section 3(c) 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 its counsel and independent accountants.  Each Restricted Holder shall
be responsible for its own sales commissions, if any, transfer taxes and the expenses of any attorney or other advisor such Restricted
Holder decides to employ.


 


4.          Miscellaneous.


 


(a)          Periodic
Reports. The Parent shall be permitted to request from the Restricted Holder such person’s brokerage statement summary
with respect to the Restricted Securities covering any period during the Restricted Period.


 


(b)          Specific
Performance. The Restricted Holder agrees that in the event of any breach or threatened breach by the Restricted Holder of
any covenant, obligation or other provision contained in this Agreement, then the Parent shall be entitled (in addition to any
other remedy that may be available to the Parent) to: (i) a decree or order of specific performance or mandamus to enforce the
observance and performance of such covenant, obligation or other provision; and (ii) an injunction restraining such breach or threatened
breach. The Restricted Holder further agrees that neither the Parent nor any other person or entity shall be required to obtain,
furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this
Section 4, and the Restricted Holder irrevocably waives any right that he, she, or it may have to require the obtaining, furnishing
or posting of any such bond or similar instrument.


 




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(c)          Other
Agreements. Nothing in this Agreement shall limit any of the rights or remedies of the Parent under the Merger Agreement, or
any of the rights or remedies of the Parent or any of the obligations of the Restricted Holder under any other agreement between
the Restricted Holder and the Parent or any certificate or instrument executed by the Restricted Holder in favor of the Parent;
and nothing in the Merger Agreement or in any other agreement, certificate or instrument shall limit any of the rights or remedies
of the Parent or any of the obligations of the Restricted Holder under this Agreement.


 


(d)          Notices.
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 business
day, or the next business day after the date of transmission, if such notice or communication is delivered on a day that is not
a business 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 Parent:	 	With a copy (which copy shall not constitute notice hereunder) to:
	 	 	 
	Enumeral Biomedical Holdings, Inc.	 	Duane Morris, LLP., 
	One Kendall Square	 	100 High Street, Suite 2400
	Building 400, 4th Floor	 	Boston, MA 02110-1724 
	Cambridge, Massachusetts 02139	 	Attention Jonathan Lourie, Esq., 
	Attn: Chief Executive Officer	 	Facsimile: 857-401-3089
	Telephone Number: (617) 674-1865	 	Telephone Number: 857-488-4260
	E-mail Address: arthur@enumeral.com	 	E-mail Address: JLourie@duanemorris.com
	 	 	 
	If to the Restricted Holder:	 	With a copy (which copy shall not constitute notice hereunder)
	 	 	 
	To the address set forth on the signature page hereto.	 	To the address set forth on the signature page hereto.


 


Any Party may give any
notice, request, demand, claim or other communication hereunder using any other means (including personal delivery, expedited courier,
messenger service, telecopy, telex, ordinary mail or electronic mail), but no such notice, request, demand, claim or other communication
shall be deemed to have been duly given unless and until it actually is received by the Party for whom it is intended. Any Party
may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving
the other Parties notice in the manner herein set forth.


 




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(e)          Severability.
Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending
term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction
declares that any term or provision hereof is invalid or unenforceable, the parties hereto agree that the court making such determination
shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable
term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of
the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified. In the event such court
does not exercise the power granted to it in the prior sentence, the parties hereto agree to replace such invalid or unenforceable
term or provision with a valid and enforceable term or provision that will achieve, to the extent possible, the economic, business
and other purposes of such invalid or unenforceable term.


 


(f)          Applicable
Law; Jurisdiction. THIS AGREEMENT IS MADE UNDER, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED SOLELY THEREIN, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS
OF LAW. In any action between or among any of the parties arising out of this Agreement, (i) each of the parties irrevocably
and unconditionally consents and submits to the exclusive jurisdiction and venue of the state and federal courts having jurisdiction
over New York County, New York; (ii) if any such action is commenced in a state court, then, subject to applicable law, no
party shall object to the removal of such action to any federal court having jurisdiction over New York County, New York; (iii) each
of the parties irrevocably waives the right to trial by jury; and (iv) each of the parties irrevocably consents to service
of process by first class certified mail, return receipt requested, postage prepared, to the address at which such party is to
receive notice in accordance with this Agreement.


 


(g)          Waiver;
Termination. No failure on the part of the Parent to exercise any power, right, privilege or remedy under this Agreement, and
no delay on the part of the Parent in exercising any power, right, privilege or remedy under this Agreement, shall operate as a
waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy
shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. The Parent shall not be
deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless
the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered
on behalf of the Parent; and any such waiver shall not be applicable or have any effect except in the specific instance in which
it is given. If the Merger Agreement is terminated, this Agreement shall thereupon terminate.


 


(h)          Captions.
The captions contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement
and shall not be referred to in connection with the construction or interpretation of this Agreement.


 




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(i)          Further
Assurances. The Restricted Holder hereby represents and warrants that the Restricted Holder has full power and authority to
enter into this Agreement and that this Agreement constitutes the legal, valid and binding obligation of the Restricted Holder,
enforceable in accordance with its terms. The Restricted Holder shall execute and/or cause to be delivered to the Parent such instruments
and other documents and shall take such other actions as the Parent may reasonably request to effectuate the intent and purposes
of this Agreement.


 


(j)          Entire
Agreement. This Agreement and the Merger Agreement collectively set forth the entire understanding of the Parent and the Restricted
Holder relating to the subject matter hereof and supersedes all other prior agreements and understandings between the Parent and
the Restricted Holder relating to the subject matter hereof.


 


(k)          Non-Exclusivity.
The rights and remedies of the Parent hereunder are not exclusive of or limited by any other rights or remedies which the Parent
may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative).


 


(l)          Amendments.
This Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed
and delivered on behalf of the Parent and the Restricted Holder.


 


(m)          Assignment.
This Agreement and all obligations of the Restricted Holder hereunder are personal to the Restricted Holder and may not be transferred
or delegated by the Restricted Holder at any time. The Parent may freely assign any or all of its rights under this Agreement,
in whole or in part, to any successor entity without obtaining the consent or approval of the Restricted Holder.


 


(n)          Binding
Nature. Subject to Section 4(m) above, this Agreement will inure to the benefit of the Parent and its successors and assigns
and will be binding upon the Restricted Holder and the Restricted Holder’s representatives, executors, administrators, estate,
heirs, successors and permitted assigns.


 


(o)          Survival.
Each of the representations, warranties, covenants and obligations contained in this Agreement shall survive the consummation of
the Merger.


 


(p)          Counterparts.
This Agreement may be executed in separate counterparts, each of which shall be deemed an original and both of which shall constitute
one and the same instrument.


 


[signature
page follows]


 




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IN WITNESS WHEREOF, the
parties hereto have executed and delivered this Agreement as of the date first set forth above.


 


	 	ENUMERAL BIOMEDICAL HOLDINGS, INC.
	 	 
	 	By:	                
	 	Name:  Arthur H. Tinkelenberg
	 	Title:    Chief Executive Officer
	 	 
	 	RESTRICTED HOLDER:
	 	 
	 	 
	 	(name)
	 	 
	 	 
	 	Name:
	 	Title:
	 	 
	 	Address:
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	Copy of any notice to (if applicable):
	 	 
	 	Address: