Subscription
Agreement


 


This
subscription (this “Subscription”) is dated [●], 2018, by and between the investor identified on the signature
page hereto (the “Investor”) and Provention Bio, Inc., a Delaware corporation (the “Company”).
The parties agree as follows:


 


1.
Subscription.


 


Investor
agrees to buy and the Company agrees to sell to Investor such number of shares (the “Shares”) of the Company’s
common stock, $0.0001 par value per share (the “Common Stock”), as set forth on the signature page hereto,
for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of
Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto.


 


The
Shares are being registered for sale pursuant to a Registration Statement on Form S-1, Registration No. 333-XXXXX (the
“Registration Statement”). The Registration Statement will have been declared effective by the Securities and
Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s
subscription. The prospectus contained in the Registration Statement (the “Prospectus”), however, is subject
to change. A final Prospectus and/or Prospectus supplement will be delivered to the Investor as required by law.


 


The
Shares are being offered by MDB Capital Group, LLC (“MDB” or the “Underwriter”), as the
underwriter, on a “best efforts” basis, and the Underwriter is not required to sell any specific number or dollar
amount of the shares of Common Stock offered by the Prospectus, but will use its best efforts to sell such shares. The Company
does not intend to close this offering unless it sells at least a minimum number of XXXXXX shares of Common Stock, at the
price per share set forth on the cover page of the Prospectus. This offering will terminate on                , 2018 (30 days after the date
of the final Prospectus), unless the Company sells the maximum number of shares of Common Stock set forth on the cover page of
the Prospectus before that date, or decides to terminate this offering prior to that date, or agrees with MDB to extend for up
to 60 days beyond such date.


 


The
completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the
“Closing Date”) to be specified by the Company and Underwriters in accordance with Rule 15c6-1 promulgated
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of
all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared
effective by the Commission, at the Closing: (i) the Purchase Price deposited by the Investor subsequent to the declaration of
effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account
per wire instructions as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause
the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DWAC system in accordance
with the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions,” or (B)
if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities
of The Depository Trust Company’s DWAC system, through the book-entry delivery of Shares on the books and records of the
transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written
confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof.


 






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The
Underwriter and any participating dealers (the “Members”) shall confirm, via the underwriting agreement with
the Company, selected dealer agreement or master selected dealer agreement, as applicable, that it will comply with Rule 15c2-4
under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority (collectively,
the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the
subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s
bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt
of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker,
the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document
and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer
accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior
to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to
investors promptly in accordance with the terms of the escrow agreement and applicable law.


 


2.
Subscription Process.


 


To
purchase shares of Common Stock in this offering, investors must complete and sign a subscription agreement. Investors will be
required to pay for their shares of Common Stock by wire for the full purchase price of the shares, payable to “XXXXXX
Company as Agent for Provention & MDB Capital Group Escrow Account”.


 


Subscriptions
will be effective only upon the Company’s acceptance of the subscriptions, and the Company reserves the right to reject
any subscriptions in whole or in part. In compliance with Rule 15c2-4 under the Exchange Act, the Company and the Underwriters
will instruct investors to deliver all monies in the form of wire transfers to the escrow agent. Upon the escrow agent’s
receipt of such monies, they shall be credited to the escrow account. Pursuant to an escrow agreement among the Company, MDB,
XXXXXXXX Company, as escrow agent, the funds received in payment for the shares of Common Stock purchased in this offering
will be wired to a non-interest bearing escrow account at [JP Morgan Chase] and held until the escrow agent determines that the
amount in the escrow account is equal to at least the minimum amount required to close this offering. Upon confirmation of receipt
of the requested minimum subscription amount, the escrow agent will release the funds in accordance with the written instructions
provided by the Company and MDB, indicating the date on which the shares of common stock purchased in this offering are to be
delivered to the investors and the date the net proceeds are to be delivered to the Company. Unless investors instruct us otherwise,
the Company will deliver the shares of Common Stock being issued to the investors electronically.


 


3.
Miscellaneous.


 


This
Subscription may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument
and shall become effective when counterparts have been signed by each party and delivered to the other parties hereto, it being
understood that all parties need not sign the same counterpart. Execution may be made by delivery by facsimile or via electronic
format.


 


All
communications hereunder, except as otherwise specifically provided herein, shall be in writing and shall be mailed, hand delivered,
sent by a recognized overnight courier service such as Federal Express, or sent via facsimile and confirmed by letter, to the
party to whom it is addressed at the following addresses or such other address as such party may advise the other in writing:


 


To
the Company: as set forth on the signature page hereto.


 


To
the Investor: as set forth on the signature page hereto.


 


All
notices hereunder shall be effective upon receipt by the party to which it is addressed.


 


If
the foregoing correctly sets forth our agreement, please confirm this by signing and returning to us the duplicate copy of this
Subscription.


 


[Signature
Page Follows]


 






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[Company
Signature Page to Investor Subscription Agreement for Provention Bio, Inc.]


 


IN
WITNESS WHEREOF, the Investor and the Company have caused this Subscription Agreement to be duly executed as of the
date first written above.


 


	 	Provention Bio, Inc.
	 	 	 
	 	By:	       
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	Address for Notice:
	 	 
	 	Provention Bio, Inc.
	 	P.O. Box 666
	 	Oldwick, New Jersey 08858
	 	Attn: President & Chief Executive
    Officer


 






    	 	 	 



     


    

 


[Investor
Signature Page to Investor Subscription Agreement for Provention Bio, Inc. - Entity]


 


IN
WITNESS WHEREOF, the Investor and the Company have caused this Subscription Agreement to be duly executed as of the
date first written above.


 


	 	 	 
	Number of Shares: _______________________	 	 
	 	 	Name of Entity
	Purchase Price per Share: $X.XX	 	 
	 	 	 
	Aggregate Purchase Price: $________________	 	Type of Entity (i.e., corporation, limited liability
    company, 
	 	 	partnership, etc.)
	Broker of Record: ________________________	 	 
		 	 
	 	 	Tax Identification or Social Security Number
	 	 	 
	 	 	 
	 	 	State of Formation of Entity
	 	 	 
	 	 	 
	 	 	Name of Authorized Signatory (Print)
	 	 	 
	 	 	 
	 	 	Signature
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	Address for Notice:
	 	 	 
	 	 	 
	 	 	Street Address
	 	 	 
	 	 	 
	 	 	City, State, Zip Code & Country
	 	 	 
	 	 	 
	 	 	Telephone Number
	 	 	 
	 	 	 
	 	 	Facsimile Number


 






    	 	 	 



     


    

 


Select
method of delivery of Shares: DRS or DWAC (Pick one)


 


DWAC
DELIVERY INSTRUCTIONS:


 


	1.	Name of DTC Participant (broker-dealer
    at which the account or accounts to be credited with the Shares are maintained):	 
	 	 	 
	2.	DTC Participant Number:	 
	 	 	 
	3.	Name of Account at DTC Participant being credited
    with the Shares:	 
	 	 	 
	4.	Account Number of DTC Participant being credited
    with the Shares:	 


 


Or


 


DRS
ELECTRONIC BOOK ENTRY CONFIRMATION (hold shares at transfer agent) Delivery Instructions:


 


	Name(s) in which Shares should
    be issued:	 


 


	Address:	 	 
	 	 	 
	City/State/Zip:	 	 
	 	 	 
	Attention:	 	 
	 	 	 
	Telephone No.:	 	 


 






    	 	 	 



     


    

 


SUBSCRIPTION
PAYMENT INSTRUCTIONS:


 


NO
WIRE TRANSFERS MAY BE MADE TO THE ESCROW ACCOUNT, DIRECTLY OR THROUGH ANY UNDERWRITER UNLESS AND UNTIL: (A) THE REGISTRATION STATEMENT
HAS BEEN DECLARED EFFECTIVE BY THE COMMISSION, AND (B) A COPY OF THIS SUBSCRIPTION AGREEMENT, DULY EXECUTED BY BOTH PARTIES HERETO,
HAS BEEN DELIVERED TO YOU.


 


WIRE
PAYMENT INSTRUCTIONS:


 


JP
Morgan Chase


4
Metrotech Center, 14th Floor


Brooklyn,
NY 11245A


ABA/Routing
#: 021000021


Swift
#: CHASUS33


Account
#: 


Account
Title: ____ Company as Agent for Provention & MDB Capital Group Escrow Account


Telephone
No.: (212) 845-3233


Fax
No.: (212) 558-6718