Exhibit
10.4


 


Registration
Rights Agreement


 


This
Registration Rights Agreement (this “Agreement”) is made and entered into effective as of May 19, 2017, among
Enumeral Biomedical Holdings, Inc., a Delaware corporation (the “Company”), each of the persons
who have executed omnibus or counterpart signature page(s) hereto (each, a “Subscriber” and, collectively,
the “Subscribers”), and the persons or entities identified on Schedule 1 hereto holding Placement Agent
Warrants (collectively, the “Brokers”).


 


RECITALS:


 


WHEREAS,
the Company has offered and sold in compliance with Section 4(a)(2) and/or Rule 506 of Regulation D promulgated under the Securities
Act to accredited investors in a private placement offering (the “Offering”) an aggregate of 668,000 units
(the “Units”), each Unit consisting of (i) one 12% Senior Secured Convertible Promissory Note of the Company
in the face amount of $1,150 (an “Offering Note”); and (ii) one five-year warrant representing the right to
purchase 11,500 shares of Common Stock (as defined below) at an exercise price of $0.10 per share (the “Offering Warrant”)
pursuant to Subscription Agreements entered into by and between the Company and each of the accepted subscribers for Units in
the Offering (the “Subscription Agreements”); and


 


WHEREAS,
the Offering Notes are convertible into shares of the Company’s Common Stock on the terms and conditions set forth therein;


 


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


 


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


 


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


 






     


     


    

 


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


 


“Approved
Market” means OTC Markets Group, the OTC Bulletin Board, The Nasdaq Stock Market, the New York Stock Exchange or the
NYSE Amex (in any listing or quotation tier of any of the foregoing).


 


“Blackout
Period” means, with respect to a registration, a period during which the Company, in the good faith judgment of its
board of directors, determines (because of the existence of, or in anticipation of, any acquisition, financing activity, or other
transaction involving the Company, or the unavailability for reasons beyond the Company’s control of any required financial
statements, disclosure of information which is in its best interest not to publicly disclose, or any other event or condition
of similar significance to the Company) that the registration and distribution of the Registrable Securities to be covered by
such registration statement, if any, or the filing of an amendment to such registration statement in the circumstances described
in Section 4(g), would be seriously detrimental to the Company and its stockholders, in each case commencing on the day the Company
notifies the Holders that they are required, because of the determination described above, to suspend offers and sales of Registrable
Securities and ending on the earlier of (1) the date upon which the material non-public information resulting in the Blackout
Period is disclosed to the public or ceases to be material and (2) such time as the Company notifies the selling Holders that
sales pursuant to such Registration Statement or a new or amended Registration Statement may resume; provided, however, that no
Blackout Period shall extend for a period of more than twenty-five (25) consecutive Trading Days (except for a Blackout Period
arising from the filing of a post-effective amendment to the Registration Statement to update the prospectus therein to include
the information contained in the Company’s Annual Report on Form 10-K, which Blackout Period may extend for the amount of
time reasonably required to respond to comments of the staff of the Commission (the “Staff”) on such amendment).


 


“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.


 






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


 


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


 


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


 


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


 


“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(c), 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.


 






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“Registrable
Securities” means (a) the Shares but excluding any otherwise Registrable Securities that (i) have been sold or otherwise
transferred other than to a Permitted Assignee, (ii) may be sold under the Securities Act without volume limitations, or other
restrictions, 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 thirty-five (135) calendar days after the final closing date
of the Offering.


 


“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 for a period of more than fifteen (15) consecutive
Trading Days, excluding Blackout Periods permitted herein, and as excused pursuant to Section 3(a);


 


(d)          after
the SEC Effective Date, the Registrable Securities, if issued and outstanding, 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) is suspended
or halted on the Approved Market for any length of time;


 


(e)          after
the SEC Effective Date, The Depository Trust Company (“DTC”) places a “chill” (i.e., a restriction placed
by DTC on one or more of DTC’s services, such as limiting a DTC participant’s ability to make a deposit or withdrawal
of the security at DTC) on the Common Stock, which such action continues for more than fifteen (15) consecutive trading days;


 


(f)           after
the SEC Effective Date, the Common Stock is otherwise not eligible for trading through DTC’s Fast Automated Securities Transfer
program or Deposit/Withdrawal at Custodian program, which such action continues for more than fifteen (15) consecutive trading
days; or


 






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(g)       after
the SEC Effective Date, the Company fails to file with the Commission when due (after giving effect to any extension of a due
date for filing pursuant to Rule 12b-25 under the Exchange Act) an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q,
which such action continues for more than fifteen (15) consecutive trading days.


 


“Registration
Filing Date” means the date that is sixty (60) calendar days after the final closing date of the Offering.


 


“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 first declared effective by the Commission.


 


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


 


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


 


2.       Term.
This Agreement shall terminate with respect to each Holder on the earlier of: (i) the second (2nd) anniversary of the
SEC Effective Date, (ii) the date on which all Registrable Securities held by such Holder are transferred (other than to a Permitted
Assignee), (iii) the date on which all of the Registrable Securities have been sold or (iv) the date otherwise terminated as provided
herein.


 






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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 two (2) years commencing
on the SEC Effective Date or for such shorter period ending on the earlier to occur of (i) the date on which all Registrable Securities
have been transferred other than to a Permitted Assignee and (ii) the date as of which all of the Holders may sell all of the
Registrable Securities without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without
the need for current public information required by Rule 144(c)(1) or Rule 144(i)(2), if applicable (the “Effectiveness
Period”); provided, however, that the Company shall not be obligated to effect any such registration,
qualification or compliance pursuant to this Section, or keep such registration effective pursuant to the terms hereunder, in
any particular jurisdiction in which the Company would be required to qualify to do business as a foreign corporation or as a
dealer in securities under the securities laws of such jurisdiction or to execute a general consent to service of process in effecting
such registration, qualification or compliance, in each case where it has not already done so. Notwithstanding the foregoing,
in the event that the staff of the Commission (the “Staff”) 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 Staff on behalf of all of the Holders first from the shares of Common Stock
included from Registration No. 333-216533 (as set forth below) and by reason of Section 3(b) hereof, on a pro rata basis among
the holders thereof, second from the shares of Common Stock issued or issuable upon exercise of the Placement Agent Warrants,
on a pro rata basis among the Holders thereof, and third from the other Registrable Securities, on a pro rata basis among
the Holders thereof. In such event, the Company shall give the Holders 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(c) with respect to any Registrable
Securities that are excluded by reason of the Staff limiting the number of Registrable Securities that may be sold pursuant to
a registration statement. Except as provided in Section 3(b) below, no shares of Common Stock or other securities other than the
Registrable Securities will be included in the Registration Statement; provided, however, that the Company may include in the
Registration Statement the securities currently covered by that certain Registration Statement on Form S-1 (Registration No. 333-216533).


 






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(b)          In
the event that prior to filing the Registration Statement, the Company enters into a separate transaction pursuant to which the
Company is also required to file a registration statement, the Company may, in its sole discretion, elect to file a single registration
statement with respect to (i) the Registrable Securities and (ii) any securities required to be registered pursuant such other
transaction; provided, however, that the consolidated registration statement must be filed in accordance with the terms hereof
including, but not limited to, the Registration Filing Date and Registration Effectiveness Date deadlines.


 


(c)          Liquidated
Damages. If a Registration Event occurs, the Company will make payment to each Holder of Registrable Securities, as liquidated
damages to such Holder by reason of the Registration Event, a cash sum calculated at a rate of twelve percent (12%) per annum
of: (i) the aggregate purchase price paid by such Holder for the Registrable Securities pursuant to the Subscription Agreement,
or (ii) $0.05 per share of Registrable Securities issued and issuable to such Holder upon exercise of the Placement Agent Warrants,
but in each case of (i) and (ii), only with respect to such Holder’s Registrable Securities that are affected by such Registration
Event and only for the period during which such Registration Event continues to affect such Registrable Securities (or in the
case of paragraph (g) under the definition of Registration Event, the period until such report is filed with the Commission).
Notwithstanding the foregoing, the maximum amount of liquidated damages that must be paid by the Company pursuant to this Section
3(c) shall be an amount equal to five percent (5%) of the applicable foregoing amounts described in clauses (i) and (ii) in the
preceding sentence 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(c) 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. 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(c) 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(c) 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 from 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, or, with
respect to a Holder, if such Holder fails to provide to the Company information concerning the Holder and manner of distribution
of the Holder’s Registrable Securities that is required by SEC Rules to be disclosed in a registration statement utilized
in connection with the registration of the Registrable Securities.


 






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(d)          Other
Limitations. Notwithstanding the provisions of Section 3(c) 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, in the manner provided above, 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.


 


(e)          Piggyback
Registration. If, after the SEC Effective Date and until the fifth (5th) anniversary thereof, 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(f), 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 comment 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.


 






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(f)          Underwriting.
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(f), 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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(g)          Limitation
on Filing Other Registration Statements. Except as otherwise provided in Section 3(a) or in Section 3(b) hereof, the Company
shall not file any other registration statements under the Securities Act until the SEC Effective Date, other than i) a registration
statement (including a registration statement on Form S-8 (or its then equivalent form)) relating solely to employee benefit or
incentive plans approved by the Company’s board of directors 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 pursuant to such a plan, or (ii) a registration statement on Form S-4 (or its then equivalent
form) in connection with a merger, acquisition, divestiture, reorganization or similar event.


 


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)          not
name any Holder in the Registration Statement as an underwriter without that Holder’s prior written consent (unless the
Staff requires such Holder to be so named in order to include the Holder in the Registration Statement);


 


(c)          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;


 


(d)          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;


 


(e)          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; provided that the Company shall have no obligation to furnish any document pursuant to this clause that
is available on the Commission’s EDGAR system;


 






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(f)       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;


 


(g)      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, in the light of the circumstances under which they were made,
not misleading and the Company shall promptly thereafter prepare and furnish to such Holder a supplement or amendment to such prospectus
(or prepare and file appropriate reports under the Exchange Act) so that, as thereafter delivered to the purchasers of such Registrable
Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made,
not misleading, unless suspension of the use of such prospectus otherwise is authorized herein or in the event of a Blackout Period,
in which case no supplement or amendment need be furnished (or Exchange Act filing made) until the termination of such suspension
or Blackout Period; provided that any and all information provided to the Holder pursuant to such notification shall remain confidential
to each Holder until such information otherwise becomes public, unless disclosure by a Holder is required by law;


 


(h)      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;


 


(i)       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;


 






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(j)       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;


 


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


 


(l)       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;


 


(m)     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


 


(n)      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; provided, however, the Company
is not obligated under this clause (n) to expend any of the Company’s funds, other than the costs and expenses specifically
required under Section 6 of this Agreement.


 


5.           Obligations
of the Holders.


 


(a)      Each
Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section
4(g) 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(g) 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(e)
of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities
laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder
Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefor from the Company.


 






    12 


     


    

 


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


 


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


 


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


 






    13 


     


    

 


8.           Indemnification.


 


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


 






    14 


     


    

 


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


 


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


 






    15 


     


    

 


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


 


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


 


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


 


(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.


 






    16 


     


    

 


9.           Rule
144. Until the date on which all Subscribers shall have sold all of their Conversion Shares and Warrants Shares, the Company
shall file in a timely manner (or, with respect to Form 8-K reports, shall use its commercially reasonable efforts to file in a
timely manner) all reports required to be filed with the SEC pursuant to the Exchange Act, and the regulations of the SEC thereunder,
and the Company shall not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange
Act or the rules and regulations thereunder would otherwise permit such termination.


 


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


 


11.         Miscellaneous.


 


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


 


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


 


(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.


 






    17 


     


    

 


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


 


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


 


(f)       Notices,
etc. All notices, consents, waivers, and other communications which are required or permitted under this Agreement shall be
in writing 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.


200 CambridgePark Drive, Suite 2000


Cambridge, MA 02140


Attention: General Counsel


Facsimile: 617-945-9148


 


with copy to:


 


Duane Morris LLP


1540 Broadway


New York, NY 10036


Attention: Michael D. Schwamm, Esq.


Facsimile: 212-208-4451


 


if to a Subscriber, to:


 


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


 






    18 


     


    

 


if to a Broker, to:


 


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


 


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


 


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


 


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


 


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


 


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


 


[Company Signature
Page Follows]


 




    19 


     


    

 


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


 


	 	The
Company:
	 	 
	 	ENUMERAL BIOMEDICAL
HOLDINGS, INC.
	 	 
	 	 By:	 
	 	Name: Kevin G. Sarney

Title: Vice President of Finance, Chief Accounting Officer,
and Treasurer





 


Subscribers


 


See Omnibus Signature Pages to the Subscription Agreement


 













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



 


All Brokers: Address


 


	 	 	 	 
	 	 	 	 
	 	 	 	 


 




     


     


    

 


Schedule 1


 


Brokers


 


Katalyst Securities LLC


 


GP Nurmenkari Inc.


 




     


     


    

 


Annex A


 


Enumeral Biomedical Holdings, Inc.


 


Selling Securityholder Notice and Questionnaire


 


The
undersigned beneficial owner of Registrable Securities of Enumeral Biomedical Holdings, Inc., a
Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the U.S.
Securities and Exchange Commission a registration statement (the “Registration Statement”) 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.



 






    2 


     


    

 


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


 


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


 


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





	 	 
	 	 


 


5. Relationships with the Company:


 


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


 


State any exceptions here:


 


	 	 
	 	 


 


6. Method of Distribution:


 


Describe below Holder’s
intended method of distribution.


 


	 	 
	 	 


 





 



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.



 






    3 


     


    

 


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


 


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


 




    4 


     


    

 


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:


  


Duane Morris LLP


1540 Broadway


New York, NY 10036


Attention: Michael D. Schwamm, Esq.


Facsimile: 212-208-4451


E-mail Address: MDSchwamm@duanemorris.com