Exhibit 10.3


 





SUBSCRIPTION AGREEMENT


 


Corbus Pharmaceuticals Holdings, Inc.


JB Therapeutics, Inc.


One Kendall Square, Bldg 200,


Cambridge, MA 02139


 


Ladies and Gentlemen:


 


1.          Subscription.
The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Corbus
Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), the number of units (the “Units”)
set forth on the signature page hereof at a purchase price of $250,000 per Unit. Each Unit consists of (i) 250,000 shares of the
Company’s common stock, par value $0.0001 per share (the “Common Stock”) and (ii) 250,000 warrants (each, a “Warrant”
and collectively, the “Warrants”), each warrant to purchase one share of Common Stock at an exercise price of $1.00
per share. The Units are being sold in the Offering (as defined below), the initial closing of which will close contemporaneously
with the merger of JB Therapeutics, Inc. (“JBT”) into a wholly-owned subsidiary of the Company (the “Merger”)
as more fully described in the Memorandum (as defined below).


 


2.          The
Offering. This subscription is submitted to you in accordance with and subject to the terms and conditions described in this
Subscription Agreement and the Confidential Private Placement Memorandum of the Company dated March 27, 2014, as amended or supplemented
from time to time, including all attachments, schedules and exhibits thereto (the “Memorandum”), relating to the offering
(the “Offering”) by the Company of a minimum of 18 Units ($4,500,000) (“Minimum Offering Amount”), and
up to a maximum of 36 Units ($9,000,000) (“Maximum Offering Amount”). In the event the Maximum Offering Amount is sold,
the Placement Agent (as defined below) and the Company shall have the right to place an additional 16 Units ($4,000,000) to cover
over-allotments. Aegis Capital Corp. has been engaged as placement agent in connection with the Offering (the “Placement
Agent”). The terms of the Offering are more completely described in the Memorandum and such terms are incorporated herein
in their entirety.


 


3.          Payment.
The Purchaser will immediately make a wire transfer payment to, “Signature Bank, Escrow Agent for Corbus Pharmaceuticals
Holdings, Inc.” in the full amount of the purchase price of the Units being subscribed for in the Offering. Wire transfer
instructions are set forth on page 12 hereof under the heading “To subscribe for Units in the private offering of Corbus
Pharmaceuticals Holdings, Inc.” Such funds will be held for the Purchaser’s benefit, and will be returned promptly,
without interest or offset if this Subscription Agreement is not accepted by the Company and JBT, the Offering is terminated pursuant
to its terms by the Company and JBT prior to the First Closing (as hereinafter defined), or the Minimum Offering Amount is not
sold. Together with a wire transfer of the full purchase price, the Purchaser is delivering a completed and executed Omnibus Signature
Page to this Subscription Agreement and the Registration Rights Agreement, in the form of Exhibit C to the Memorandum (the
“Registration Rights Agreement”).


 




    	 



    	 



    

  


4.           Deposit
of Funds. All payments made as provided in Section 3 hereof shall be deposited by the Company, JBT or the Placement Agent as
soon as practicable after receipt thereof with Signature Bank (the “Escrow Agent”), in a non-interest-bearing escrow
account (the “Escrow Account”) until the earliest to occur of (a) the closing of the sale of the Minimum Offering Amount
(the “First Closing”), (b) the rejection of such subscription, and (c) the termination of the Offering by the Company,
JBT or the Placement Agent. The Company, JBT and the Placement Agent may continue to offer and sell the Units and conduct additional
closings for the sale of additional Units after the First Closing and until the termination of the Offering.


 


5.           Acceptance
of Subscription. The Purchaser understands and agrees that the Company and JBT, in their sole discretion, reserve the right
to accept or reject this or any other subscription for Units, in whole or in part, notwithstanding prior receipt by the Purchaser
of notice of acceptance of this subscription. In furtherance of the foregoing, the Company and JBT shall have the right to require
potential subscribers to supply additional information and execute additional documents in a satisfactory manner, which determination
shall be at the sole discretion of the Company and JBT, prior to the acceptance of this Subscription Agreement. The Company shall
have no obligation hereunder until the Company shall execute and deliver to the Purchaser an executed copy of this Subscription
Agreement. If this subscription is rejected in whole, the Offering of Units is terminated or the Minimum Offering Amount is not
raised, all funds received from the Purchaser will be returned without interest or offset, and this Subscription Agreement shall
thereafter be of no further force or effect. If this subscription is rejected in part, the funds for the rejected portion of this
subscription will be returned without interest or offset, and this Subscription Agreement will continue in full force and effect
to the extent this subscription was accepted.


 


6.           Representations
and Warranties.


 


The Purchaser hereby
acknowledges, represents, warrants, and agrees as follows:


 


(a)          None
of the shares of Common Stock or the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”)
offered pursuant to the Memorandum are registered under the Securities Act of 1933, as amended (the “Securities Act”),
or any state securities laws. The Purchaser understands that the offering and sale of the Units is intended to be exempt from registration
under the Securities Act, by virtue of Section 4(a)(2) thereof and the provisions of Regulation D (“Regulation D”)
as promulgated by the United States Securities and Exchange Commission (the “SEC”) thereunder, based, in part, upon
the representations, warranties and agreements of the Purchaser contained in this Subscription Agreement;


 


(b)          Prior
to the execution of this Subscription Agreement, the Purchaser and the Purchaser’s attorney, accountant, purchaser representative
and/or tax adviser, if any (collectively, the “Advisers”), have received the Memorandum and all other documents requested
by the Purchaser, have carefully reviewed them and understand the information contained therein;


 


(c)          Neither
the SEC nor any state securities commission or other regulatory authority has approved the Units, the Common Stock, the Warrants
or the Warrant Shares, or passed upon or endorsed the merits of the offering of Units or confirmed the accuracy or determined the
adequacy of the Memorandum. The Memorandum has not been reviewed by any federal, state or other regulatory authority;


 




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(d)          All
documents, records, and books pertaining to the investment in the Units (including, without limitation, the Memorandum) have been
made available for inspection by such Purchaser and its Advisers, if any;


 


(e)          The
Purchaser and its Advisers, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or
persons acting on behalf of the Company concerning the offering of the Units and the business, financial condition and results
of operations of the Company and JBT, and all such questions have been answered to the full satisfaction of the Purchaser and its
Advisers, if any;


 


(f)          In
evaluating the suitability of an investment in the Company, the Purchaser has not relied upon any representation or information
(oral or written) other than as stated in the Memorandum.


 


(g)          The
Purchaser is unaware of, is in no way relying on, and did not become aware of the Offering of the Units through or as a result
of, any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or
other communication published in any newspaper, magazine or similar media or broadcast over television, radio or the Internet (including,
without limitation, internet “blogs,” bulletin boards, discussion groups and social networking sites) in connection
with the Offering and sale of the Units and is not subscribing for the Units and did not become aware of the Offering of the Units
through or as a result of any seminar or meeting to which the Purchaser was invited by, or any solicitation of a subscription by,
a person not previously known to the Purchaser in connection with investments in securities generally;


 


(h)          The
Purchaser has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees or
the like relating to this Subscription Agreement or the transactions contemplated hereby (other than commissions to be paid by
the Company to the Placement Agent or as otherwise described in the Memorandum);


 


(i)          The
Purchaser, together with its Advisers, if any, has such knowledge and experience in financial, tax, and business matters, and,
in particular, investments in securities, so as to enable it to utilize the information made available to it in connection with
the Offering to evaluate the merits and risks of an investment in the Units and the Company and to make an informed investment
decision with respect thereto;


 


(j)          The
Purchaser is not relying on the Company, JBT, the Placement Agent or any of their respective employees or agents with respect to
the legal, tax, economic and related considerations of an investment in the Units, and the Purchaser has relied on the advice of,
or has consulted with, only its own Advisers;


 


(k)          The
Purchaser is acquiring the Units solely for such Purchaser’s own account for investment purposes only and not with a view
to or intent of resale or distribution thereof, in whole or in part. The Purchaser has no agreement or arrangement, formal or informal,
with any person to sell or transfer all or any part of the Units, the shares of Common Stock, the Warrants or the Warrant Shares,
and the Purchaser has no plans to enter into any such agreement or arrangement.


 




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(l)          The
Purchaser must bear the substantial economic risks of the investment in the Units indefinitely because none of the securities included
in the Units may be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable
state securities laws or an exemption from such registration is available. Legends shall be placed on the securities included in
the Units to the effect that they have not been registered under the Securities Act or applicable state securities laws and appropriate
notations thereof will be made in the Company’s stock books. Stop transfer instructions will be placed with the transfer
agent of the Units. The Company has agreed that purchasers of the Units will have, with respect to the shares of Common Stock and
the Warrant Shares, the registration rights described in the Registration Rights Agreement. Notwithstanding such registration rights,
there can be no assurance that there will be any market for resale of the Units, the Common Stock, the Warrants or the Warrant
Shares, nor can there be any assurance that such securities will be freely transferable at any time in the foreseeable future.


 


(m)          The
Purchaser has adequate means of providing for such Purchaser’s current financial needs and foreseeable contingencies and
has no need for liquidity from its investment in the Units for an indefinite period of time;


 


(n)          The
Purchaser is aware that an investment in the Units is high risk, involving a number of very significant risks and has carefully
read and considered the matters set forth under the caption “Risk Factors” in the Memorandum, and, in particular, acknowledges
that JBT has a limited operating history, significant operating losses since inception, no revenues from operations to date, limited
assets and is engaged in a highly competitive business;


 


(o)          The
Purchaser meets the requirements of at least one of the suitability standards for an “accredited investor” as that
term is defined in Regulation D and as set forth on the Accredited Investor Certification contained herein;


 


(p)          The
Purchaser (i) if a natural person, represents that the Purchaser has reached the age of 21 and has full power and authority to
execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions
hereof and thereof; (ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock
company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose
of acquiring the Units, such entity is duly organized, validly existing and in good standing under the laws of the state of its
organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of
state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this
Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and
to purchase and hold the securities constituting the Units, the execution and delivery of this Subscription Agreement has been
duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity
and is a legal, valid and binding obligation of such entity; or (iii) if executing this Subscription Agreement in a representative
or fiduciary capacity, represents that it has full power and authority to execute and deliver this Subscription Agreement in such
capacity and on behalf of the subscribing individual, ward, partnership, trust, estate, corporation, or limited liability company
or partnership, or other entity for whom the Purchaser is executing this Subscription Agreement, and such individual, partnership,
ward, trust, estate, corporation, or limited liability company or partnership, or other entity has full right and power to perform
pursuant to this Subscription Agreement and make an investment in the Company, and represents that this Subscription Agreement
constitutes a legal, valid and binding obligation of such entity. The execution and delivery of this Subscription Agreement will
not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which the Purchaser is
a party or by which it is bound;


 




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(q)          The
Purchaser and the Advisers, if any, have had the opportunity to obtain any additional information, to the extent the Company and/or
JBT have such information in its possession or could acquire it without unreasonable effort or expense, necessary to verify the
accuracy of the information contained in the Memorandum and all documents received or reviewed in connection with the purchase
of the Units and have had the opportunity to have representatives of the Company and JBT provide them with such additional information
regarding the terms and conditions of this particular investment and the financial condition, results of operations, business of
the Company and JBT deemed relevant by the Purchaser or the Advisers, if any, and all such requested information, to the extent
the Company or JBT had such information in their possession or could acquire it without unreasonable effort or expense, has been
provided to the full satisfaction of the Purchaser and the Advisers, if any;


 


(r)          Any
information which the Purchaser has heretofore furnished or is furnishing herewith to the Company, JBT or the Placement Agent is
complete and accurate and may be relied upon by the Company, JBT and the Placement Agent in determining the availability of an
exemption from registration under federal and state securities laws in connection with the offering of securities as described
in the Memorandum. The Purchaser further represents and warrants that it will notify and supply corrective information to the Company,
JBT and the Placement Agent immediately upon the occurrence of any change therein occurring prior to the Company’s issuance
of the securities contained in the Units;


 


(s)          The
Purchaser has significant prior investment experience, including investment in non-listed and non-registered securities. The Purchaser
is knowledgeable about investment considerations in development-stage companies with limited operating histories. The Purchaser
has a sufficient net worth to sustain a loss of its entire investment in the Company in the event such a loss should occur. The
Purchaser’s overall commitment to investments which are not readily marketable is not excessive in view of the Purchaser’s
net worth and financial circumstances and the purchase of the Units will not cause such commitment to become excessive. The investment
is a suitable one for the Purchaser;


 


(t)          The
Purchaser is satisfied that the Purchaser has received adequate information with respect to all matters which it or the Advisers,
if any, consider material to its decision to make this investment;


 




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(u)          The
Purchaser acknowledges that any estimates or forward-looking statements or projections included in the Memorandum were prepared
by the Company and JBT in good faith but that the attainment of any such projections, estimates or forward-looking statements cannot
be guaranteed by the Company or JBT and should not be relied upon;


 


(v)          No
oral or written representations have been made, or oral or written information furnished, to the Purchaser or the Advisers, if
any, in connection with the Offering which are in any way inconsistent with the information contained in the Memorandum;


 


(w)          Within
five (5) days after receipt of a request from the Company, JBT or the Placement Agent, the Purchaser will provide such information
and deliver such documents as may reasonably be necessary to comply with any and all laws and ordinances to which the Company,
JBT or the Placement Agent is subject;


 


(x)          The
Purchaser’s substantive relationship with the Placement Agent or subagent through which the Purchaser is subscribing for
Units predates the Placement Agent’s or such subagent’s contact with the Purchaser regarding an investment in the Units;


 


(y)          THE
SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND
ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES
ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT
AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN RECOMMENDED, APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE
FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE MEMORANDUM OR THIS
SUBSCRIPTION AGREEMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL;


 


(z)          In
making an investment decision investors must rely on their own examination of the Company, JBT and the terms of the Offering, including
the merits and risks involved. The Purchaser should be aware that it will be required to bear the financial risks of this investment
for an indefinite period of time;


 


(aa)         (For
ERISA plans only) The fiduciary of the ERISA plan (the “Plan”) represents that such fiduciary has been informed
of and understands the Company’s investment objectives, policies and strategies, and that the decision to invest “plan
assets” (as such term is defined in ERISA) in the Company is consistent with the provisions of ERISA that require diversification
of plan assets and impose other fiduciary responsibilities. The Purchaser fiduciary or Plan (a) is responsible for the decision
to invest in the Company; (b) is independent of the Company or any of its affiliates; (c) is qualified to make such investment
decision; and (d) in making such decision, the Purchaser fiduciary or Plan has not relied primarily on any advice or recommendation
of the Company or any of its affiliates;


 




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(bb)         The
Purchaser should check the Office of Foreign Assets Control (“OFAC”) website at <http://www.treas.gov/ofac> before
making the following representations. The Purchaser represents that the amounts invested by it in the Company in the Offering
were not and are not directly or indirectly derived from activities that contravene federal, state or international laws and regulations,
including anti-money laundering laws and regulations. Federal regulations and Executive Orders administered by OFAC prohibit, among
other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities
and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at
<http://www.treas.gov/ofac>. In addition, the programs administered by OFAC (the “OFAC Programs”) prohibit dealing
with individuals1 or entities in certain countries regardless
of whether such individuals or entities appear on the OFAC lists;


 


(cc)         To
the best of the Purchaser’s knowledge, none of: (1) the Purchaser; (2) any person controlling or controlled by the Purchaser;
(3) if the Purchaser is a privately-held entity, any person having a beneficial interest in the Purchaser; or (4) any person for
whom the Purchaser is acting as agent or nominee in connection with this investment is a country, territory, individual or entity
named on an OFAC list, or a person or entity prohibited under the OFAC Programs. Please be advised that the Company may not accept
any amounts from a prospective investor if such prospective investor cannot make the representation set forth in the preceding
paragraph. The Purchaser agrees to promptly notify the Company and the Placement Agent should the Purchaser become aware of any
change in the information set forth in these representations. The Purchaser understands and acknowledges that, by law, the Company
may be obligated to “freeze the account” of the Purchaser, either by prohibiting additional subscriptions from the
Purchaser, declining any redemption requests and/or segregating the assets in the account in compliance with governmental regulations,
and the Placement Agent may also be required to report such action and to disclose the Purchaser’s identity to OFAC. The
Purchaser further acknowledges that the Company may, by written notice to the Purchaser, suspend the redemption rights, if any,
of the Purchaser if the Company reasonably deems it necessary to do so to comply with anti-money laundering regulations applicable
to the Company and the Placement Agent or any of the Company’s other service providers. These individuals include specially
designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs;


 


(dd)         To
the best of the Purchaser’s knowledge, none of: (1) the Purchaser; (2) any person controlling or controlled by the Purchaser;
(3) if the Purchaser is a privately-held entity, any person having a beneficial interest in the Purchaser; or (4) any person for
whom the Purchaser is acting as agent or nominee in connection with this investment is a senior foreign political figure,2
or any immediate family3 member or close
associate4 of a senior foreign political figure, as
such terms are defined in the footnotes below; and


 





 



1
These individuals include specially designated nationals, specially designated narcotics traffickers and other parties
subject to OFAC sanctions and embargo programs.


2
A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative,
military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political
party, or a senior executive of a foreign government-owned corporation. In addition, a “senior foreign political figure”
includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political
figure.


3
“Immediate family” of a senior foreign political figure typically includes the figure’s parents,
siblings, spouse, children and in-laws.


4
A “close associate” of a senior foreign political figure is a person who is widely and publicly known
to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position
to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure.







 




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(ee)         If
the Purchaser is affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if the Purchaser receives deposits
from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, the Purchaser represents
and warrants to the Company that: (1) the Foreign Bank has a fixed address, other than solely an electronic address, in a country
in which the Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating records related
to its banking activities; (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank
to conduct banking activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that does not
have a physical presence in any country and that is not a regulated affiliate.


 


7.           Lockup.
The Purchaser hereby acknowledges and agrees to the contractual restriction on transfer that will be applicable to the shares of
Common Stock and the Warrant Shares as set forth in Section 3(f) of the Registration Rights Agreement.


 


8.           Indemnification.
The Purchaser agrees to indemnify and hold harmless the Company, JBT, the Placement Agent (including its selected dealers,
if any), and their respective officers, directors, employees, agents, control persons and affiliates from and against all losses,
liabilities, claims, damages, costs, fees and expenses whatsoever (including, but not limited to, any and all expenses incurred
in investigating, preparing or defending against any litigation commenced or threatened) based upon or arising out of any actual
or alleged false acknowledgment, representation or warranty, or misrepresentation or omission to state a material fact, or breach
by the Purchaser of any covenant or agreement made by the Purchaser herein or in any other document delivered in connection with
this Subscription Agreement.


 


9.           Irrevocability;
Binding Effect. The Purchaser hereby acknowledges and agrees that the subscription hereunder is irrevocable by the Purchaser,
except as required by applicable law, and that this Subscription Agreement shall survive the death or disability of the Purchaser
and shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal
representatives, and permitted assigns. If the Purchaser is more than one person, the obligations of the Purchaser hereunder shall
be joint and several and the agreements, representations, warranties, and acknowledgments herein shall be deemed to be made by
and be binding upon each such person and such person’s heirs, executors, administrators, successors, legal representatives,
and permitted assigns.


 


10.         Modification.
This Subscription Agreement shall not be modified or waived except by an instrument in writing signed by the party against
whom any such modification or waiver is sought.


 




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11.         Immaterial
Modifications to the Registration Rights Agreement. The Company may, at any time prior to the First Closing, modify the Registration
Rights Agreement if necessary to clarify any provision therein, without first providing notice or obtaining prior consent of the
Subscriber, if, and only if, such modification is not material in any respect.


 


12.         Notices.
Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be mailed by certified
mail, return receipt requested, or delivered against receipt to the party to whom it is to be given (a) if to the Company or JBT,
at the address set forth above, or (b) if to the Purchaser, at the address set forth on the signature page hereof (or, in either
case, to such other address as the party shall have furnished in writing in accordance with the provisions of this Section 12).
Any notice or other communication given by certified mail shall be deemed given at the time of certification thereof, except for
a notice changing a party’s address which shall be deemed given at the time of receipt thereof.


 


13.         Assignability.
This Subscription Agreement and the rights, interests and obligations hereunder are not transferable or assignable by the Purchaser
and the transfer or assignment of the shares of Common Stock or the Warrants shall be made only in accordance with all applicable
laws.


 


14.         Applicable
Law. This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable
to contracts to be wholly- performed within said State.


 


15.         Arbitration.
The parties agree to submit all controversies to arbitration in accordance with the provisions set forth below and understand
that:


 


(a)          Arbitration
is final and binding on the parties.


 


(b)          The
parties are waiving their right to seek remedies in court, including the right to a jury trial.


 


(c)          Pre-arbitration
discovery is generally more limited and different from court proceedings.


 


(d)          The
arbitrator’s award is not required to include factual findings or legal reasoning and any party’s right to appeal or
to seek modification of rulings by arbitrators is strictly limited.


 


(e)          The
panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.


 


(f)          All
controversies which may arise between the parties concerning this Subscription Agreement shall be determined by arbitration pursuant
to the rules then pertaining to the Financial Industry Regulatory Authority, Inc. (“FINRA”) in New York City, New York.
Judgment on any award of any such arbitration may be entered in the Supreme Court of the State of New York or in any other court
having jurisdiction of the person or persons against whom such award is rendered. Any notice of such arbitration or for
the confirmation of any award in any arbitration shall be sufficient if given in accordance with the provisions of this Agreement.
The parties agree that the determination of the arbitrators shall be binding and conclusive upon them.


 




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16.         Blue
Sky Qualification. The purchase of Units under this Subscription Agreement is expressly conditioned upon the exemption from
qualification of the offer and sale of the Units from applicable federal and state securities laws. The Company shall not be required
to qualify this transaction under the securities laws of any jurisdiction and, should qualification be necessary, the Company shall
be released from any and all obligations to maintain its offer, and may rescind any sale contracted, in the jurisdiction.


 


17.         Use
of Pronouns. All pronouns and any variations thereof used herein shall be deemed to refer to the masculine, feminine, neuter,
singular or plural as the identity of the person or persons referred to may require.


 


18.         Confidentiality.
The Purchaser acknowledges and agrees that any information or data the Purchaser has acquired from or about the Company or
JBT, not otherwise properly in the public domain, was received in confidence. The Purchaser agrees not to divulge, communicate
or disclose, except as may be required by law or for the performance of this Agreement, or use to the detriment of the Company
or JBT or for the benefit of any other person or persons, or misuse in any way, any confidential information of the Company or
JBT, including any scientific, technical, trade or business secrets of the Company or JBT and any scientific, technical, trade
or business materials that are treated by the Company or JBT as confidential or proprietary, including, but not limited to, ideas,
discoveries, inventions, developments and improvements belonging to the Company or JBT and confidential information obtained by
or given to the Company or JBT about or belonging to third parties.


 


19.         Miscellaneous.


 


(a)          This
Subscription Agreement, together with the Registration Rights Agreement, constitute the entire agreement between the Purchaser
and the Company with respect to the subject matter hereof and supersede all prior oral or written agreements and understandings,
if any, relating to the subject matter hereof. The terms and provisions of this Subscription Agreement may be waived, or consent
for the departure therefrom granted, only by a written document executed by the party entitled to the benefits of such terms or
provisions.


 


(b)          The
representations and warranties of the Company and the Purchaser made in this Subscription Agreement shall survive the execution
and delivery hereof and delivery of the shares of Common Stock and Warrants contained in the Units.


 


(c)          Each
of the parties hereto shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others
engaged by such party) in connection with this Subscription Agreement and the transactions contemplated hereby whether or not the
transactions contemplated hereby are consummated.


 


(d)          This
Subscription Agreement may be executed in one or more counterparts each of which shall be deemed an original, but all of which
shall together constitute one and the same instrument.


 




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(e)          Each
provision of this Subscription Agreement shall be considered separable and, if for any reason any provision or provisions hereof
are determined to be invalid or contrary to applicable law, such invalidity or illegality shall not impair the operation of or
affect the remaining portions of this Subscription Agreement.


 


(f)          Paragraph
titles are for descriptive purposes only and shall not control or alter the meaning of this Subscription Agreement as set forth
in the text.


 


(g)          The
Purchaser understands and acknowledges that there may be multiple closings for this Offering.


 


20.         Omnibus
Signature Page. This Subscription Agreement is intended to be read and construed in conjunction with the Registration Rights
Agreement pertaining to the issuance by the Company of the shares of Common Stock and Warrants to subscribers pursuant to the
Memorandum. Accordingly, pursuant to the terms and conditions of this Subscription Agreement and such related agreements it is
hereby agreed that the execution by the Purchaser of this Subscription Agreement, in the place set forth herein, shall constitute
agreement to be bound by the terms and conditions hereof and the terms and conditions of the Registration Rights Agreement, with
the same effect as if each of such separate but related agreement were separately signed. 


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 


 




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PRIVATE PLACEMENT OFFERING OF

CORBUS PHARMACEUTICALS HOLDINGS, INC. 


 


SUBSCRIPTION INSTRUCTIONS


 


To subscribe for Units in the private offering of Corbus
Pharmaceuticals Holdings, Inc.:


 


		1.	Date and Fill in the number of Units being purchased
and Complete and Sign the Omnibus Signature Page to the Subscription Agreement and the Registration Rights Agreement (page
14).



 


		2.	Initial the Accredited Investor Certification
page attached to the Subscription Agreement (page 15-16).



 


		3.	Complete and return the Investor Profile (page
17) and the Wire Transfer Authorization attached to the Subscription Agreement.



 


		4.	Complete and Sign the Selling Stockholder Questionnaire
attached hereto (see page A-8 of Annex A to the Subscription Agreement).



 


		5.	Fax or e-mail
all forms to Tierney S. Picardal at 646-390-9122/tpicardal@aegiscap.com and then send all signed original documents
to:



 


Aegis Capital Corp.


810 Seventh Avenue – 18th Floor


New York, NY 10019


Attention: Tierney S. Picardal


 


		6.	Please wire funds directly to the escrow account pursuant
to the following instructions (unless other arrangements have been made):



 


Bank Name: Signature Bank


ABA Number:


A/C Name: Signature Bank, as Agent For


Corbus Pharmaceuticals Holdings, Inc.


A/C Number:


FBO: Investor Name


Social Security Number


Address


 




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ANTI MONEY LAUNDERING REQUIREMENTS


 


	The USA PATRIOT Act	What is money

laundering?	How big is the problem

and why is it important?
	
         

        The USA PATRIOT Act is designed to detect, deter, and punish
        terrorists in the United States and abroad. The Act imposes new anti-money laundering requirements on brokerage firms and financial
        institutions. Since April 24, 2002 all brokerage firms have been required to have new, comprehensive anti- money laundering programs.

         

        To help you understand these efforts, we want to provide you
        with some information about money laundering and the Placement Agent’s efforts to implement the USA PATRIOT Act.
	
         

        Money laundering is the process of disguising illegally obtained
        money so that the funds appear to come from legitimate sources or activities.

        Money laundering occurs in connection with a wide variety of
        crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering, and terrorism.
	
         

        The use of the U.S. financial system by criminals to facilitate
        terrorism or other crimes could well taint our financial markets. According to the U.S. State Department, one recent estimate puts
        the amount of worldwide money laundering activity at $1 trillion a year.



 


	What the Placement Agent is required to do to help eliminate money laundering?
	Under new rules required by the USA PATRIOT Act, the Placement Agent’s anti-money laundering program must designate a special compliance officer, set up employee training, conduct independent audits, and establish policies and procedures to detect and report suspicious transaction and ensure compliance with the new laws.	As part of the Placement Agent’s required program, it may ask you to provide various identification documents or other information. Until you provide the information or documents that the Placement Agent needs, it may not be able to effect any transactions for you.


 




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CORBUS PHARMACEUTICALS HOLDINGS, INC.

OMNIBUS SIGNATURE PAGE TO THE

SUBSCRIPTION AGREEMENT

AND REGISTRATION RIGHTS AGREEMENT


 


Subscriber hereby elects to subscribe
under the Subscription Agreement for a total of _______ Units at a price of $250,000 per Unit (NOTE: to be completed by subscriber)
and executes the Subscription Agreement and the Registration Rights Agreement.


 


Date (NOTE: To be completed by subscriber): ________________



 


 






 


If the Purchaser is an INDIVIDUAL, and
if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY:


 


	Print Name(s)	 	Social Security Number(s)
	 	 	 
	 	 	 
	Signature(s) of Subscriber(s)	 	Signature
	 	 	 
	 	 	 
	Date	 	Address


 


If the Purchaser is a PARTNERSHIP, CORPORATION,
LIMITED LIABILITY COMPANY or TRUST: 


	 	 	 
	Name of Partnership, Corporation,	 	Federal Taxpayer
	Limited Liability Company or Trust	 	Identification Number
	 	 	 	 
	By:	 	 	 
	 	Name:	 	State of Organization
	 	Title:	 	 
	 	 	 
	Date	 	Address


 


	CORBUS PHARMACEUTICALS 	 	AEGIS CAPITAL CORP.
	HOLDINGS, INC.	 	 
	 	 	 	 	 
	By:	 	 	By:	 
	 	Authorized Officer	 	 	Authorized Officer


 


	CORBUS PHARMACEUTICALS, INC. 	 	 
	(f/k/a JB THERAPEUTICS, INC.) 	 	 
	 	 	 	 
	By:	 	 	 
	 	Authorized Officer	 	 


 




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CORBUS PHARMACEUTICALS HOLDINGS, INC. 


 


ACCREDITED INVESTOR CERTIFICATION


 


For Individual Investors Only

(all Individual Investors must INITIAL where appropriate):


 


	Initial ________	 	
        I have an individual net worth, or joint
        net worth with my spouse, as of the date hereof in excess of $1 million. For purposes of calculating net worth under this category,
        (i) the undersigned’s primary residence shall not be included as an asset, (ii) indebtedness that is secured by the undersigned’s
        primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall
        not be included as a liability, (iii) to the extent that the indebtedness that is secured by the primary residence is in excess
        of the fair market value of the primary residence, the excess amount shall be included as a liability, and (iv) if the amount of
        outstanding indebtedness that is secured by the primary residence exceeds the amount outstanding 60 days prior to the execution
        of this Subscription Agreement, other than as a result of the acquisition of the primary residence, the amount of such excess shall
        be included as a liability.

         

	Initial ________	 	
        I have had an annual gross income for the
        past two years of at least $200,000 (or $300,000 jointly with my spouse) and expect my income (or joint income, as appropriate)
        to reach the same level in the current year.

         

	Initial ________	 	
        I am a director or executive officer of
        Corbus Pharmaceuticals Holdings, Inc.

         



For Non-Individual Investors


(all Non-Individual Investors
must INITIAL where appropriate):


 


	Initial ________	 	
        The investor certifies that it is a partnership,
        corporation, limited liability company or business trust that is 100% owned by persons who meet at least one of the criteria for
        Individual Investors set forth above.

         

	Initial ________	 	The investor certifies that it is a partnership, corporation, limited liability company or any organization described in Section 501(c)(3) of the Internal Revenue Code, Massachusetts or similar business trust that has total assets of at least $5 million and was not formed for the purpose of investing the Company.
	Initial ________	 	
        The investor certifies that it is an employee
        benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, whose investment decision is made by a
        plan fiduciary (as defined in ERISA §3(21)) that is a bank, savings and loan association, insurance company or registered
        investment adviser.

         

	Initial ________	 	
        The investor certifies that it is an employee
        benefit plan whose total assets exceed $5,000,000 as of the date of this Agreement.

         

	Initial ________	 	
        The undersigned certifies that it is a
        self-directed employee benefit plan whose investment decisions are made solely by persons who meet either of the criteria for Individual
        Investors.

         



 




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	Initial ________	 	
        The investor certifies that it is a U.S.
        bank, U.S. savings and loan association or other similar U.S. institution acting in its individual or fiduciary capacity.

         

	Initial ________	 	
        The undersigned certifies that it is a
        broker-dealer registered pursuant to §15 of the Securities Exchange Act of 1934.

         

	Initial ________	 	
        The investor certifies that it is an organization
        described in §501(c)(3) of the Internal Revenue Code with total assets exceeding $5,000,000 and not formed for the specific
        purpose of investing in the Company.

         

	Initial ________	 	
        The investor certifies that it is a trust
        with total assets of at least $5,000,000, not formed for the specific purpose of investing in the Company, and whose purchase is
        directed by a person with such knowledge and experience in financial and business matters that he is capable of evaluating the
        merits and risks of the prospective investment.

         

	Initial ________	 	
        The investor certifies that it is a plan
        established and maintained by a state or its political subdivisions, or any agency or instrumentality thereof, for the benefit
        of its employees, and which has total assets in excess of $5,000,000.

         

	Initial ________	 	
        The investor certifies that it is an insurance company as defined
        in §2(13) of the Securities Act, or a registered investment company.

         

	Initial ________	 	
        An investment company registered under the Investment Company
        Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act.

         

	Initial ________	 	
        A Small Business Investment Company licensed
        by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.

         

	Initial ________	 	
        A private business development company as defined in Section
        202(a)(22) of the Investment Advisers Act of 1940.

         



  




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CORBUS PHARMACEUTICALS HOLDINGS, INC.

Investor Profile

(Must be completed by Investor)


 


Section A - Personal Investor Information


 


Investor Name(s):_____________________________________________________________________________________


Individual executing Profile or Trustee:____________________________________________________________________


Social Security Numbers / Federal I.D. Number:_____________________________________________________________


 


	Date of Birth:	 	 	Marital Status: 	 
	Joint Party Date of Birth:	 	 	Investment Experience:	 
	Annual Income:	 	 	Liquid Net Worth:	 


 


	Net Worth (excluding value of primary residence)	______________________
	Tax Bracket:     _____ 15% or below	 	______ 25%-27.5%	______ Over 27.5%
	Investment Objectives (circle
    one or more): Preservation of Capital, Income, Capital Appreciation, Trading Profits, Speculation or Other (please
    specify) * See definitions on following page
	 	 	 	 	 





Home Street Address:_________________________________________________________________________________


Home City, State & Zip Code: __________________________________________________________________________


Home Phone: ______________ Home Fax: ________________ Home
Email ____________________________________


Employer: __________________________________________________________________________________________


Employer Street Address: ______________________________________________________________________________


Employer City, State & Zip Code: _______________________________________________________________________


Bus. Phone: __________________ Bus. Fax: ____________________
Bus. Email ________________________________


Type of Business: ____________________________________________________________________________________


Aegis Capital Account Executive / Outside Broker/Dealer: ____________________________________________________


If you are a United States citizen,
please list the number and jurisdiction of issuance of any other government-issued document evidencing residence and bearing a
photograph or similar safeguard (such as a driver’s license or passport), and provide a photocopy of each
of the documents you have listed.


 





 






If you are NOT a United
States citizen, for each jurisdiction of which you are a citizen or in which you work or reside, please list (i) your
passport number and country of issuance or (ii) alien identification card number AND (iii) number and country of issuance of any
other government-issued document evidencing nationality or residence and bearing a photograph or similar safeguard, and provide
a photocopy of each of these documents you have listed. These photocopies must be certified by a lawyer as to authenticity.


 





 






 


Section B – Securities Delivery
Instructions 


 


_____Please deliver securities to the Employer Address listed
in Section A.


_____Please deliver securities to the Home Address listed in
Section A.


_____Please deliver securities to the following address:


 


____________________________________________________________.


 


Section C – Wire Transfer
Instructions


  


_____I will wire funds from my outside account according to
the “Subscription Instructions” Page.


_____I will wire funds from my Aegis Capital Account - See
“Wire Transfer Authorization” Page.


_____The funds for this investment
are rolled over, tax deferred from _____ within the allowed 60 day window.


  




    	17



    	 



    

  


Please check if you are a FINRA member or affiliate of a FINRA
member firm: __________


 


	Investor Signature	 	Date
	 	 	 
	 	 	 
	Investor Signature	 	Date


 




    	18



    	 



    

  


Investment Objectives: The typical
investment listed with each objective are only some examples of the kinds of investments that have historically been consistent
with the listed objectives. However, neither Corbus Pharmaceuticals Holdings, Inc., JB Therapeutics, Inc. nor Aegis Capital Corp.
can assure that any investment will achieve your intended objective. You must make your own investment decisions and determine
for yourself if the investments you select are appropriate and consistent with your investment objectives.


 


Neither Corbus Pharmaceuticals Holdings, Inc., JB Therapeutics,
Inc. nor Aegis Capital Corp. assume responsibility to you for determining if the investments you selected are suitable for you.


 


Preservation of Capital: An investment
objective of Preservation of Capital indicates you seek to maintain the principal value of your investments and are interested
in investments that have historically demonstrated a very low degree of risk of loss of principal value. Some examples of typical
investments might include money market funds and high quality, short-term fixed income products.


 


Income: An investment objective
of Income indicates you seek to generate income from investments and are interested in investments that have historically
demonstrated a low degree of risk of loss of principal value. Some examples of typical investments might include high quality,
short and medium-term fixed income products, short-term bond funds and covered call options.


 


Capital Appreciation: An investment
objective of Capital Appreciation indicates you seek to grow the principal value of your investments over time and are willing
to invest in securities that have historically demonstrated a moderate to above average degree of risk of loss of principal value
to pursue this objective. Some examples of typical investments might include common stocks, lower quality, medium- term fixed income
products, equity mutual funds and index funds.


 


Trading Profits: An investment objective
of Trading Profits indicates you seek to take advantage of short-term trading opportunities, which may involve establishing
and liquidating positions quickly. Some examples of typical investments might include short-term purchases and sales of volatile
or low priced common stocks, put or call options, spreads, straddles and/or combinations on equities or indexes. This is a high-risk
strategy.


 


Speculation: An investment objective
of Speculation indicates you seek a significant increase in the principal value of your investments and are willing to accept
a corresponding greater degree of risk by investing in securities that have historically demonstrated a high degree of risk of
loss of principal value to pursue this objective. Some examples of typical investments might include lower quality, long-term fixed
income products, initial public offerings, volatile or low priced common stocks, the purchase of sale of put or call options, spreads,
straddles and/or combinations on equities or indexes, and the use of short- term or day trading strategies.


 


Other: Please specify.


  




    	19



    	 



    

  


Memorandum


Wire Transfer Authorization


 


		TO:	Tierney S. Picardal



Aegis Capital Corp.


 


		RE:	Client Wire Transfer Authorization



CORBUS PHARMACEUTICALS HOLDINGS, INC.


 


DATE:                                         


____________________________________________________________________________


This memorandum authorizes the transfer of the following listed
funds from my Aegis Capital Brokerage Account as follows:


 


	Aegis Capital Brokerage Account #	 	 
	 	 	 
	Wire Amount	$_____________________	 


 





	 	Bank:	Signature Bank	 
	 	Acct. Name:	Signature Bank as Escrow Agent for	 
	 	 	Corbus Pharmaceuticals Holdings, Inc.	 
	 	 	261 Madison Avenue	 
	 	 	New York, New York 10016	 
	 	ABA Number:		 
	 	A/C Number:		 







  


REFERENCE:


 


	 	PURCHASER LEGAL NAME	 
	 	 	 
	 	 	 
	 	 	 
	 	TAX ID NUMBER	 
	 	 	 
	 	 	 
	 	 	 
	 	PURCHASER ADDRESS	 
	 	 	 
	 	 	 


 


	FBO:	 
	 	 
	Investment Title:	 
	 	 
	Signature:	 
	 	 
	Signature:	 
	 	(Joint Signature)


 




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