ESCROW
AGREEMENT (PUBLIC OFFERING)


 


THIS
AGREEMENT (this “Agreement”) is made this June __, 2018 by and among Provention Bio, Inc. (the “Issuer”)
and the Underwriter whose name and address appears on the Information Sheet (as defined herein) attached to this Agreement and
Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, New York 10004 (the “Escrow Agent”).


 


W
I T N E S S E T H:


 


WHEREAS,
the Issuer has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement
(the “Registration Statement”) covering a proposed public offering of its securities as described on the Information
Sheet;


 


WHEREAS,
the Underwriter proposes to offer the Securities, as agent for the Issuer, for sale to the public on a “best efforts”
only basis for at least the Minimum Securities Amount and Minimum Dollar Amount and at most the Maximum Securities Amount and
Maximum Dollar Amount and at the price per share all as set forth, on the Information Sheet;


 


WHEREAS
the Issuer and the Underwriter propose to establish an Escrow Account (the “Escrow Account”), to which
subscription monies which are received by the Escrow Agent from the Underwriter in connection with such public offering are to
be credited, and the Escrow Agent is willing to establish the Escrow Account and the terms are subject to the conditions hereinafter
set forth; and


 


WHEREAS,
the Escrow Agent has an agreement with JP Morgan Chase (the “Bank”) to establish a special Bank Account (the
“Bank Account”) into which the subscription monies, which are received by the Escrow Agent from the Underwriter
and credited to the Escrow Account, are to be deposited;


 


NOW,
THEREFORE in consideration of the premises and mutual covenants herein contained, the parties hereto hereby agree as follows:


 


	1	Information
    Sheet. Each capitalized term not otherwise defined in this Agreement shall have the
    meaning set forth for such term on the information sheet which is attached to this Agreement and is incorporated by reference
    herein and made a pact hereof (the “Information Sheet”).
	 	 
	2	Establishment
    of the Bank Account.


 


	2.1	The
    Escrow Agent shall establish a non-interest bank account at the branch of JP Morgan Chase selected by the Escrow Agent, and
    bearing the designation set forth on the Information Sheet (heretofore defined as the “Bank Account”). The purpose
    of the Bank Account is for (a) the deposit of all subscription monies (checks, or wire transfers) which are received by the
    Underwriter from prospective purchasers of the Securities and are delivered by the Underwriter to the Escrow Agent, (b) the
    holding of amounts of subscription monies which are collected through the banking system, and (c) the disbursement of collected
    funds, all as described herein.


 




    	 



     


    

 


	2.2	On
    or before the date of the initial deposit in the Bank Account pursuant to this Agreement, the Underwriter shall notify the
    Escrow Agent in writing of the Effective Date of the Registration Statement (the “Effective Date”), and
    the Escrow Agent shall not be required to accept any amounts for credit to the Escrow Account or for deposit in the Bank Account
    prior to its receipt of such notification.
	 	 
	2.3	The
    Offering Period, which shall be deemed to commence on the Effective Date, shall consist of the number of calendar days or
    business days set forth on the Information Sheet. The Offering Period shall be extended by an Extension Period only if the
    Escrow Agent shall have received written notice thereof at least two (2) business days prior to the expiration of the Offering
    Period. The Extension Period, which shall be deemed to commence on the next calendar day following the expiration of the Offering
    Period, shall consist of the number of calendar days or business days set forth on the Information Sheet. The last day of
    the Offering Period, or the last day of the Extension Period (if the Escrow Agent has received written notice thereof as hereinabove
    provided), is referred to herein as the “Termination Date”. Except as provided in Section 4.3 hereof, after
    the Termination Date the Underwriter shall not deposit, and the Escrow Agent shall not accept, any additional amounts representing
    payments by prospective purchasers.


 


	3	Deposits
    to the Bank Account.


 


	3.1	The
    Underwriter shall promptly, but in no event later than noon on the business day immediately following the day such monies
    are received by such underwriter, deliver to the Escrow Agent all monies in the form of checks or wire transfers which it
    receives from prospective purchasers of the Securities by the end of the next business day following receipt where internal
    supervisory review is conducted at the same location at which subscription documents and monies are received. Upon the Escrow
    Agent’s receipt of such monies, such monies shall be credited to the Escrow Account. All checks delivered to the Escrow
    Agent shall be made payable to “CST&T Provention Bio Escrow Account.” Any check payable other than to the
    Escrow Agent as required hereby shall be returned to the prospective purchaser, or if the Escrow Agent has insufficient information
    to do so, then to the Underwriter (together with any Subscription Information, as defined below or other documents delivered
    therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed
    not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement.
	 	 
	3.2	Promptly
    after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account.
    Amounts of monies so deposited are hereinafter referred to as “Escrow Amounts”. The Escrow Agent shall
    cause the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to
    the Escrow Account, the Underwriter (or the Issuer, if such deposit is made by the Issuer) shall inform the Escrow Agent in
    writing of the name, address, and the tax identification number of the purchaser, the amount of Securities subscribed for
    by such purchase, and the aggregate dollar amount of such subscription (collectively, the “Subscription Information”).


 




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	3.3	The
    Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks
    which are not accompanied by the appropriate Subscription Information, which at minimum shall include the name address, tax
    identification number and the number of shares. Wire transfers representing payments by prospective purchasers shall not be
    deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required
    with respect to such payments.
	 	 
	3.4	The
    Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers,
    whether by check or wire, except during the Escrow Agent’s regular business hours.
	 	 
	3.5	Only
    those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been
    collected by the Escrow Agent, are herein referred to as the “Fund”.
	 	 
	3.6	If
    the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior
    to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by both the Issuer and
    the Underwriter.


 


	4	Disbursement
    from the Bank Account.


 


	4.1	Subject
    to Section 4.3 below, if by the close of regular banking hours on the Termination Date the Escrow Agent determines that the
    amount in the Fund is less than the Minimum Dollar Amount or the Minimum Securities Amount, as indicated by the Subscription
    Information submitted to the Escrow Agent, then in either such case, the Escrow Agent shall promptly refund to each prospective
    purchaser the amount of payment received from such purchaser which is then held in the Fund or which thereafter clears the
    banking system, without interest thereon or deduction therefrom, by drawing checks on the Bank Account for the amounts of
    such payments and transmitting them to the purchasers. In such event, the Escrow Agent shall promptly notify the Issuer and
    the Underwriter of its distribution of the Fund.
	 	 
	4.2	Subject
    to Section 4.3 below, if at any time up to the close of regular banking hours on the Termination Date, the Escrow Agent determines
    that the amount in the Fund is at least equal to the Minimum Dollar Amount and represents the sale of not less than the Minimum
    Securities Amount, the Escrow Agent shall promptly notify the Issuer and the Underwriter of such fact in writing. The Escrow
    Agent shall promptly disburse the Fund to the Company, by drawing checks on the Bank Account in accordance with instructions
    in writing signed by both the Issuer and the Underwriter as to the disbursement of the Fund, promptly after it receives such
    instructions.
	 	 
	4.3	(This
    provision applies only if a Collection Period has been provided for by the appropriate indication on the Information Sheet.)
    If the Escrow Agent or the Underwriter has on hand at the close of business on the Termination Date any uncollected amounts
    which when added to the Fund would raise the amount in the Fund to the Minimum Dollar Amount, and result in the Fund representing
    the sale of the Minimum Securities Amount, the Collection Period (consisting of the number of business days set forth on the
    Information Sheet) shall be utilized to allow such uncollected amounts to clear the banking system. During the Collection
    Period, the Underwriter (and the Issuer) shall not deposit and the Escrow Agent shall not accept, any additional amounts;
    provided, however, that such amounts as were received by the Underwriter (or the Issuer) by the close of business on the Termination
    Date may be deposited with the Escrow Agent by noon of the next business day following the Termination Date. If, at the close
    of business on the last day of the Collection Period, an amount sufficient to raise the amount in the Fund to the Minimum
    Dollar Amount and which would result in the Fund representing the sale of the Minimum Securities Amount shall not have cleared
    the banking system, the Escrow Agent shall promptly notify the Issuer and the Underwriter in writing of such fact and shall
    promptly return all amounts then in the Fund, and any amounts which thereafter clear the banking system, to the prospective
    purchasers as provided in Section 4.1 hereof.


 




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	4.4	Upon
    disbursement of the entire Fund pursuant to the terms of this Article 4, the Escrow Agent shall be relieved of all further
    obligations and released from all liability under this Agreement. It is expressly agreed and understood that in no event shall
    the aggregate amount of payments made by the Escrow Agent exceed the amount of the Fund.


 


	5	Rights,
    Duties and Responsibilities of Escrow Agent. It is understood and agreed that the
    duties of the Escrow Agent are purely ministerial in nature, and that:


 


	5.1	The
    Escrow Agent shall on a daily basis determine, and notify the Underwriter and Issuer of, the Escrow Amounts which have been
    deposited in the Bank Account and the amounts, constituting the Fund, which have cleared the banking system and have been
    collected by the Escrow Agent.
	 	 
	5.2	The
    Escrow Agent shall not be responsible for or be required to enforce any of the terms or conditions of the underwriting agreement
    or any other agreement between the Underwriter and the Issuer nor shall the Escrow Agent be responsible for the performance
    by the Underwriter or the Issuer of their respective obligations under this Agreement.
	 	 
	5.3	The
    Escrow Agent shall not be required to accept from the Underwriter (or the Issuer) any Subscription Information pertaining
    to prospective purchasers unless such Subscription Information is accompanied by checks, or wire transfers meeting the requirements
    of Section 3.1, nor shall the Escrow Agent be required to keep records of any information with respect to payments deposited
    by the Underwriter (or the Issuer) except as to the amount of such payments; however, the Escrow Agent shall notify the Underwriter
    within a reasonable time of any discrepancy between the amount set forth in any Subscription Information and the amount delivered
    to the Escrow Agent therewith. Such amount need not be accepted for deposit in the Escrow Account until such discrepancy has
    been resolved.


 




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	5.4	The
    Escrow Agent shall be under no duty or responsibility to enforce collection of any check delivered to it hereunder. The Escrow
    Agent, within a reasonable time, shall return to the Underwriter any check received which is dishonored, together with the
    Subscription Information, if any, which accompanied such check.
	 	 
	5.5	The
    Escrow Agent shall be entitled to rely upon the accuracy, act in reliance upon the contents, and assume the genuineness of
    any notice, instruction, certificate, signature, instrument or other document which is given to the Escrow Agent pursuant
    to this Agreement without the necessity of the Escrow Agent verifying the truth or accuracy thereof. The Escrow Agent shall
    not be obligated to make any inquiry as to the authority, capacity, existence or identity of any person purporting to give
    any such notice or instructions or to execute any such certificate, instrument or other document.
	 	 
	5.6	If
    the Escrow Agent is uncertain as to its duties or rights hereunder or shall receive instructions with respect to the Bank
    Account, the Escrow Amounts or the Fund which, in its sole determination, are in conflict either with other, instructions
    received by it or with any provision of this Agreement, it shall be entitled to hold the Escrow Amounts, the Fund, or a portion
    thereof, in the Bank Account pending the resolution of such uncertainty to the Escrow Agent’s sole satisfaction, by
    final judgment of a court or courts of competent jurisdiction or otherwise; or the Escrow Agent, at its sole option, may deposit
    the Fund (and any other Escrow Amounts that thereafter become part of the Fund) with the Clerk of a court of competent jurisdiction
    in a proceeding to which all parties in interest are joined. Upon the deposit by the Escrow Agent of the Fund with the Clerk
    of any court, the Escrow Agent shall be relieved of all further obligations and released from all liability hereunder.
	 	 
	5.7	The
    Escrow Agent shall not be liable for any action taken or omitted hereunder, or for the misconduct of any employee, agent or
    attorney appointed by it, except in the case of willful misconduct or gross negligence. The Escrow Agent shall be entitled
    to consult with counsel of its own choosing and shall not be liable for any action taken, suffered or omitted by it in accordance
    with the advice of such counsel.
	 	 
	5.8	The
    Escrow Agent shall have no responsibility at any time to ascertain whether or not any security interest exists in the Escrow
    Amounts, the Fund or any part thereof or to file any statement under the Uniform Commercial Code with respect to the Fund
    or any part thereof.


 


	6	Amendment;
    Resignation. This Agreement may be altered or amended only with the written consent
    of the Issuer, the Underwriter and the Escrow Agent.


 


	6.1	The
    Escrow Agent may resign for any reason upon thirty (30) business days’ written notice to the Issuer and the Underwriter.
    Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement
    or otherwise dispose of the Escrow Amounts or the Fund, but its only duty shall be to hold the Escrow Amounts until they clear
    the banking system and the Fund for a period of not more than five (5) business days following the effective date of such
    resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof (including
    the name and address of such successor escrow agent) shall have been given to the resigning Escrow Agent by the Issuer, the
    Underwriter and such successor escrow agent, then the resigning Escrow Agent shall pay over to the successor escrow agent
    the Fund, less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Escrow Agent
    shall not have received written notice signed by the Issuer, the Underwriter and a successor escrow agent, then the resigning
    Escrow Agent shall promptly refund the amount in the Fund to each prospective purchaser without interest thereon or deduction
    therefrom, and the resigning Escrow Agent shall promptly notify the Issuer and the Underwriter in writing of its liquidation
    and distribution of the Fund; whereupon, in either case, the Escrow Agent shall be relieved of all further obligations and
    released from all liability under this Agreement. Without limiting the provisions of Section 8 hereof, the resigning Escrow
    Agent shall be entitled to be reimbursed by the Issuer and the Underwriter for any actual expenses incurred in connection
    with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section
    6.


 




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	7	Representations
    and Warranties. The Issuer and the Underwriter hereby jointly and severally represent
    and warrant to the Escrow Agent that:


 


	7.1	No
    party other than the parties hereto and the prospective purchasers have, or shall have, any lien, claim or security interest
    in the Escrow Amounts or the Fund or any part thereof.
	 	 
	7.2	No
    financing statement under the Uniform Commercial Code is on file in any jurisdiction claiming a security interest in or describing
    (whether specifically or generally) the Escrow Amounts or the Fund or any part thereof.
	 	 
	7.3	The
    Subscription Information submitted with each deposit shall, at the time of submission and at the time of disbursement of the
    Fund, be deemed a representation and warranty that such deposit represents a bona fide payment by the purchaser described
    therein for the amount of securities in such described as Subscription Information.
	 	 
	7.4	All
    of the information contained in the Information Sheet is, as of the date hereof, and will be, at the time of any disbursement
    of the Fund, true and correct.
	 	 
	7.5	Reasonable
    controls have been established and required due diligence performed to comply with “Know Your Customer” regulations,
    USA Patriot Act, Office of the Foreign Asset Control (OFAC) regulations and the Bank Secrecy Act.


 


	8	Fees
    and Expenses. The Escrow Agent shall be entitled to the Escrow Agent Fees set forth
    on the Information Sheet, payable as and when stated therein. In addition, the Issuer and the Underwriter jointly and severally
    agree to reimburse the Escrow Agent for any reasonable expenses incurred in connection with this Agreement, including, but
    not limited to, reasonable counsel fees. Upon receipt of the Minimum Dollar Amount, the Escrow Agent shall have a lien upon
    the Fund to the extent of its fees for services as Escrow Agent.


 




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	9	Indemnification
    and Contribution.
	 	 
	9.1	The
    Issuer and the Underwriter (collectively referred to as the “Indemnitors”) jointly and severally agree to indemnify
    the Escrow Agent and its officers, directors, employees, agents and shareholders (collectively referred to as the “
    Indemnitees”) against, and hold them harmless of and from, any and all loss, liability, cost, damage and expense, including
    without limitation, reasonable counsel fees, which the Indemnitees may suffer or incur by reason of any action, claim or proceeding
    brought against the Indemnitees arising out of or relating in any way to this Agreement or any transaction to which this Agreement
    relates, unless such action, claim or proceeding is the result of the willful misconduct or gross negligence of the Indemnitees.
	 	 
	9.2	If
    the indemnification provided for in Section 9.1 is applicable, but for any reason is held to be unavailable, the Indemnitors
    shall contribute such amounts as are just and equitable to pay, or to reimburse the Indemnitees for, the aggregate of any
    and all losses, liabilities, costs, damages and expenses, including counsel fees, actually incurred by the Indemnitees as
    a result of or in connection with, and any amount paid in settlement of, any action, claim or proceeding arising out of or
    relating in any way to any actions or omissions of the Indemnitors.


 


	9.3	The
    provisions of this Article 9 shall survive any termination of this Agreement, whether by disbursement of the Fund, resignation
    of the Escrow Agent or otherwise.


 


	10	Governing
    Law and Assignment. This Agreement shall be construed in accordance with and governed
    by the laws of the State of New York and shall be binding upon the parties hereto and their respective successors and assigns;
    provided, however, that any assignment or transfer by any party of its rights under this Agreement or with respect to the
    Escrow Amounts or the Fund shall be void as against the Escrow Agent unless (a) written notice thereof shall be given to the
    Escrow Agent; and (b) the Escrow Agent shall have consented in writing to such assignment or transfer.
	 	 
	11	Notices.
    All notices required to be given in connection with this Agreement shall be sent
    by registered or certified mail, return receipt requested, or by hand delivery with receipt acknowledged, or by the Express
    Mail service offered by the United States Post Office, and addressed, if to the Issuer or the Underwriter, at their respective
    addresses set forth on the Information Sheet, and if to the Escrow Agent, at its address set forth above, to the attention
    of the Trust Department.
	 	 
	12	Severability.
    If any provision of this Agreement or the application thereof to any person or circumstance
    shall be determined to be invalid or unenforceable, the remaining provisions of this Agreement or the application of such
    provision to persons or circumstances other than those to which it is held invalid or unenforceable shall not be affected
    thereby and shall be valid and enforceable to the fullest extent permitted by law.
	 	 
	13	Execution
    in Several Counterparts. This Agreement may be executed in several counterparts or
    by separate instruments, and all of such counterparts and instruments shall constitute one agreement, binding on all of the
    parties hereto.
	 	 
	14	Entire
    Agreement. This Agreement constitutes the entire agreement between the parties hereto
    with respect to the subject matter hereof and supersedes all prior agreements and understandings (written or oral) of the
    parties in connection therewith.


 




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IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first above written.


 


	“Issuer”	 	“Escrow
    Agent”
	 	 	 
	PROVENTION
    BIO, INC.	 	CONTINENTAL
    STOCK TRANSFER & TRUST COMPANY
	 	 	 	 	 
	By:	 	 	By:	                
	Name:	Ashleigh
    Palmer	 	Name:	 
	Title:	CEO	 	Title:	 
	 	 	 	 	 
	“Underwriter”	 	 	 
	 	 	 	 
	MDB
    CAPITAL GROUP, LLC 	 	 	 
	 	 	 	 
	By:	 	 	 	 
	Name:	Christopher
    Marlett	 	 	 
	Title:	CEO	 	 	 


 




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EXHIBIT
A


 


ESCROW
AGREEMENT INFORMATION SHEET


 


	1.	The
    Issuer
	 	 
	 	Name:
    Provention Bio, Inc.
	 	Address:
    P.O. Box 666, Oldwick, New Jersey 08858
	 	 
	2.	The
    Underwriter
	 	 
	 	Name:
    MDB Capital Group, LLC
	 	Address:
    2425 Cedar Springs Road, Dallas, Texas 75201
	 	 
	3.	The
    Securities
	 	 
	 	Description
    of the Securities to be offered: Up to 15,00 0,000 shares of the Issuer’s common stock, par value $0.001 per share
    (“Common Stock”).
	 	 
	4.	Minimum
    Amounts and Conditions Required for Disbursement of the Escrow Account
	 	 
	 	Aggregate
    dollar amount which must be collected before the Escrow Account may be disbursed to the Issuer (the “Minimum Dollar
    Amount”): US$ 50 ,000,000.
	 	 
	 	Aggregate
    number of shares which must be sold for before the Escrow Account may be disbursed to the Issuer (the “Minimum Securities
    Amount”): 12,500 ,000 shares of Common Stock
	 	 
	 	Maximum
    Amounts and Conditions Required for Disbursement of the Escrow Account The “Maximum Dollar Amount”:
    US$ 60 ,000,000.
	 	 
	 	The
    “Maximum Securities Amount”: 1 5,0 00,000 shares of Common Stock
	 	 
	5.
    	Plan
    of Distribution of the Securities
	 	 
	 	Initial
    Offering Period: 30 calendar days.
	 	 
	 	Extension
    Period, if any: A period of up to 30 calendar days.
	 	 
	 	The
    “Offering Period” shall mean the Initial Offering Period plus the Extension Period, if any.
	 	 
	 	Collection
    Period: There shall be a Collection Period of seven days following the Termination Date.
	 	 
	6.	Title
    of Escrow Account
	 	 
	 	“CST&T
    Provention Bio Escrow Account”
	 	 
	7.	Escrow
    Agent Fees and Charges
	 	 
	 	$5,500
    (for up to 50 investing shareholders); $7,500 (for up to 100 shareholders); $9,000 + $11.00/account (over 100 shareholders);
    $3,500.00 payable at signing of the Escrow Agreement, plus balance at the Closing. (Note: $250.00 online “view only”
    access to the bank account is included). A fee of $500 will be payable for document review services related to each amendment/extension
    to the Escrow Agreement. In addition, the Escrow Agent shall be paid a fee of $500.00 for each additional closing beyond the
    Initial Offering Period. Should the Escrow Agent continue for more than six months, the Escrow Agent shall receive a fee of
    $600.00 per month, or any portion thereof, payable in advance or the first business day of the month.
	 	 
	 	Distribution
    charges:
	 	 
	 	$45.00
    per check
	 	$50.00
    per wire
	 	$100.00
    per check returned (NSF) check
	 	$100.00
    lost check replacement fee
	 	$50.00
    per DWAC (share movement to DTC)
	 	$10.00
    per share certificate


 




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