Exhibit 4.6


 


Registration
Rights Agreement


 


This Registration Rights
Agreement (this “Agreement”) is made and entered into effective as of April 11, 2014 (the “Effective
Date”) between Corbus Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), and
the persons who have executed the signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”).


 


RECITALS:


 


WHEREAS, the Company
has entered into an Agreement and Plan of Merger with JB Therapeutics Inc., a Delaware corporation (“JB Therapeutics”),
pursuant to which a newly organized, wholly-owned subsidiary of the Company has merged with and into JB Therapeutics, with JB Therapeutics
remaining as the surviving entity and a wholly-owned subsidiary of the Company (the “Merger”);


 


WHEREAS, simultaneously
with the Merger and to provide the capital required by the Company for working capital and other purposes, the Company has offered
in compliance with Rule 506(b) of Regulation D and/or Regulation S of the Securities Act (as defined herein), to investors in a
private placement transaction (the “PPO”), units (“Units”) of its securities, each Unit consisting
of Two Hundred Fifty Thousand (250,000) shares of Common Stock (the “Investor Shares”) and Two Hundred Fifty
Thousand (250,000) warrants (the “Investor Warrants”) to purchase Two Hundred Fifty Thousand (250,000) shares
of Common Stock;


 


WHEREAS, the initial
closing of the PPO and the closing of the Merger have taken place on the Effective Date;


 


WHEREAS, in connection
with the Merger and the PPO, the Company agreed to provide certain registration rights related to the Investor Shares and the shares
of Common Stock issuable upon exercise of the Investor Warrants, on the terms set forth herein;


 


WHEREAS, in connection
with the Merger and the PPO, the Company agreed to issue (i) warrants to purchase 917,612 shares of Common Stock of the Company
(the “Merger Warrants”) to the preferred stockholders of JB Therapeutics (“JBT Preferred Holders”)
along with certain registration rights related to the shares of Common Stock issuable upon exercise of the Merger Warrants and
(ii) warrants to purchase an aggregate of 329,617 shares of Common Stock of the Company (the “Replacement Warrants”
and collectively, with the Merger Warrants, the “JBT Holder Warrants”) to the warrant holders of JB Therapeutics
(“JBT Warrant Holders” and collectively, with the JB Preferred Holders, the “JBT Holders”)
along with certain registration rights related to the shares of Common Stock issuable upon exercise of the Replacement Warrants;


 


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


 


1.          Certain
Definitions. As used in this Agreement, the following terms shall have the following respective meanings:


 




    	 



    	 



    

 


“Approved
Market” means the Over-the-Counter Bulletin Board, the OTC Markets, the Nasdaq Stock Market, the New York Stock Exchange
or the NYSE MKT.


 


“Blackout
Period” means, with respect to a registration, a period, in each case commencing on the day immediately after the Company
notifies the Purchasers that they are required, because of the occurrence of an event of the kind described in Section 4(f) hereof,
to suspend offers and sales of Registrable Securities during which the Company, in the good faith judgment of its board of directors,
determines (because of the existence of, or in anticipation of, any acquisition, financing activity, or other transaction involving
the Company, or the unavailability for reasons beyond the Company’s control of any required financial statements, disclosure
of information which is in its best interest not to publicly disclose, or any other event or condition of similar significance
to the Company) that the registration and distribution of the Registrable Securities to be covered by such Registration Statement,
if any, would be seriously detrimental to the Company and its stockholders and ending on the earlier of (1) the date upon which
the material non-public information commencing the Blackout Period is disclosed to the public or ceases to be material and (2)
such time as the Company notifies the selling Holders that the Company will no longer delay such filing of the Registration Statement,
recommence taking steps to make such Registration Statement effective, or allow sales pursuant to such Registration Statement to
resume.


 


“Business
Day” means any day of the year, other than a Saturday, Sunday, or other day on which the Commission is required or authorized
to close.


 


“Commission”
means the U. S. Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.


 


“Common Stock”
means the common stock, par value $0.0001 per share, of the Company and any and all shares of capital stock or other equity securities
of: (i) the Company which are added to or exchanged or substituted for the Common Stock by reason of the declaration of any stock
dividend or stock split, the issuance of any distribution or the reclassification, readjustment, recapitalization or other such
modification of the capital structure of the Company; and (ii) any other corporation, now or hereafter organized under the laws
of any state or other governmental authority, with which the Company is merged, which results from any consolidation or reorganization
to which the Company is a party, or to which is sold all or substantially all of the shares or assets of the Company, if immediately
after such merger, consolidation, reorganization or sale, the Company or the stockholders of the Company own equity securities
having in the aggregate more than 50% of the total voting power of such other corporation.


 


“Effective
Date” has the meaning given it in the preamble to this Agreement.


 


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


 




    	 



    	 



    

 


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


 


“Holder”
means each Purchaser (including, for purposes of this definition, each JBT Holder) or any of such Purchaser’s respective
successors and Permitted Assignees who acquire rights in accordance with this Agreement with respect to any Registrable Securities
directly or indirectly from a Purchaser or from any Permitted Assignee.


 


“Initial Registration
Statement” means the initial Registration Statement filed pursuant to this Agreement.


 


“Investor
Shares” has the meaning given it in the recitals of this Agreement.


 


“Investor
Warrants” has the meaning given it in the recitals of this Agreement.


 


“Majority
Holders” means at any time Holders representing a majority of the Registrable Securities.


 


“Merger Warrants”
has the meaning given in the recitals of this Agreement.


 


“JBT Holder
Warrants” has the meaning given in the recitals of this Agreement.


 


“JBT Holders”
has the meaning given in the recitals of this Agreement and such Holders are listed on Annex A hereto.


 


“Permitted
Assignee” means (a) with respect to a partnership, its partners or former partners in accordance with their partnership
interests, (b) with respect to a corporation, its stockholders in accordance with their interest in the corporation, (c) with respect
to a limited liability company, its members or former members in accordance with their interest in the limited liability company,
(d) with respect to an individual party, any Family Member of such party, (e) an entity that is controlled by, controls, or is
under common control with a transferor, or (f) a party to this Agreement.


 


“Piggyback
Registration” means, in any registration of Common Stock as set forth in Section 3(b), the ability of holders of Registrable
Securities to include Registrable Securities in such registration.


 


“Redemption
Notice” has the meaning given it in Section 3(f) of this Agreement.


 


The terms “register,”
“registered,” and “registration” refer to a registration effected by preparing and filing
a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration
statement.


 




    	 



    	 



    

 


“Registrable
Securities” means the Investor Shares and the Registrable Warrant Shares but excluding, subject to Section 3(e), (i)
any Registrable Securities that have been publicly sold or may be sold immediately without registration under the Securities Act
either pursuant to Rule 144(k) of the Securities Act or otherwise; (ii) any Registrable Securities sold by a person in a transaction
pursuant to a registration statement filed under the Securities Act, or (iii) any Registrable Securities that are at the time subject
to an effective registration statement under the Securities Act.


 


“Registrable
Warrant Shares” means the shares of Common Stock issued or issuable to each Holder upon exercise of the Investor Warrants
and the JBT Holder Warrants, as the case may be.


 


“Registration
Default Date” means the date that is 150 days after the date the Registration Statement is actually filed with the Commission.


 


“Registration
Default Period” means the period following the Registration Default Date during which any Registration Event occurs and
is continuing.


 


“Registration
Event” means the occurrence of any of the following events:


 


(a)          the
Company fails to file with the Commission the Registration Statement on or before the Registration Filing Date;


 


(b)          the
Registration Statement is not declared effective by the Commission on or before the Registration Default Date;


 


(c)          after
the SEC Effective Date, sales cannot be made pursuant to the Registration Statement for any reason (including without limitation
by reason of a stop order, or the Company’s failure to update the Registration Statement) except as excused pursuant to Section
3(e); or


 


(d)          the
Common Stock generally or the Registrable Securities specifically are not listed or included for quotation on an Approved Market,
or trading of the Common Stock is suspended or halted on the Approved Market, which at the time constitutes the principal market
for the Common Stock, for more than two full, consecutive Trading Days; provided, however, a Registration Event shall
not be deemed to occur if all or substantially all trading in equity securities (including the Common Stock) is suspended or halted
on the Approved Market for any length of time.


 


“Registration
Filing Date” means the date that is 60 days after date of the final closing of the PPO.


 


“Registration
Statement” means the registration statement that the Company is required to file pursuant to this Agreement to register
the Registrable Securities.


 


“Release Date”
has the meaning given it in Section 3(f) of this Agreement.


 


“Replacement
Warrants” has the meaning given in the recitals of this Agreement.


 


“Rule 144”
means Rule 144 promulgated by the Commission under the Securities Act.


 




    	 



    	 



    

 


“Rule 145”
means Rule 145 promulgated by the Commission under the Securities Act.


 


“Rule 415”
means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such Rule.


 


“Securities
Act” means the Securities Act of 1933, as amended, or any similar federal statute promulgated in replacement thereof,
and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.


 


“SEC Effective
Date” means the date the Registration Statement is declared effective by the Commission.


 


“Trading Day”
means (a) if the Common Stock is listed or quoted on an Approved Market, then any day during which securities are generally eligible
for trading on the Approved Market, or (b) if the Common Stock is not then listed or quoted and traded on an Approved Market, then
any business day.


 


“Transfer”
has the meaning given it in Section 3(f) of this Agreement.


 


2.            Term.
This Agreement shall continue in full force and effect for a period of one year from the SEC Effective Date, unless terminated
sooner hereunder.


 


3.            Registration.


 


(a)          Registration
on Form S-1. Not later than the Registration Filing Date, the Company shall file with the Commission a Registration Statement
on Form S-1, or other applicable form, relating to the resale by the Holders of all of the Registrable Securities, and the Company
shall use its commercially reasonably efforts to cause such Registration Statement to be declared effective prior to the Registration
Default Date.


 


(b)          Piggyback
Registration. In addition to the Company agreement pursuant to Section 3(a) above, if the Company shall determine to register
for sale for cash any of its Common Stock, for its own account or for the account of others (other than the Holders), other than
(i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the
extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members
(including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration
on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar event, the Company shall promptly
give to the Holders written notice thereof (and in no event shall such notice be given less than 20 calendar days prior to the
filing of such registration statement), and shall, subject to Section 3(c), include as a Piggyback Registration all of the Registrable
Securities specified in a written request delivered by the Holder thereof within 10 calendar days after receipt of such written
notice from the Company. However, the Company may, without the consent of the Holders, withdraw such registration statement prior
to its becoming effective if the Company or such other stockholders have elected to abandon the proposal to register the securities
proposed to be registered thereby.


 




    	 



    	 



    

 


(c)          Underwriting.
If a Piggyback Registration is for a registered public offering that is to be made by an underwriting, the Company shall so advise
the Holders of the Registrable Securities eligible for inclusion in such Registration Statement pursuant to Sections 3(b). In that
event, the right of any Holder to Piggyback Registration shall be conditioned upon such Holder’s participation in such underwriting
and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders
proposing to sell any of their Registrable Securities through such underwriting shall (together with the Company and any other
stockholders of the Company selling their securities through such underwriting) enter into an underwriting agreement in customary
form with the underwriter selected for such underwriting by the Company or the selling stockholders, as applicable. Notwithstanding
any other provision of this Section, if the underwriter or the Company determines that marketing factors require a limitation on
the number of shares of Common Stock or the amount of other securities to be underwritten, the underwriter may exclude some or
all Registrable Securities from such registration and underwriting. The Company shall so advise all Holders (except those Holders
who failed to timely elect to include their Registrable Securities through such underwriting or have indicated to the Company their
decision not to do so), and indicate to each such Holder the number of shares of Registrable Securities that may be included in
the registration and underwriting, if any. The number of shares of Registrable Securities to be included in such registration and
underwriting shall be allocated among such Holders as follows:


 


(i)          If
the Piggyback Registration was initiated by the Company, the number of shares that may be included in the registration and underwriting
shall be allocated first to the Company and then, subject to obligations and commitments existing as of the date hereof, to all
selling stockholders, including the Holders, who have requested to sell in the registration on a pro rata basis according to the
number of shares requested to be included therein; and


 


(ii)         If
the Piggyback Registration was initiated by the exercise of demand registration rights by a stockholder or stockholders of the
Company (other than the Holders), then the number of shares that may be included in the registration and underwriting shall be
allocated first to such selling stockholders who exercised such demand and then, subject to obligations and commitments existing
as of the date hereof, to all other selling stockholders, including the Holders, who have requested to sell in the registration
on a pro rata basis according to the number of shares requested to be included therein.


 


No Registrable Securities
excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration
and no liquidated damages as set forth in Section 3(d) shall accrue with respect to such excluded securities. If any Holder disapproves
of the terms of any such underwriting, such Holder may elect to withdraw such Holder’s Registrable Securities therefrom by
delivering a written notice to the Company and the underwriter. The Registrable Securities so withdrawn from such underwriting
shall also be withdrawn from such registration; provided, however, that, if by the withdrawal of such Registrable
Securities, a greater number of Registrable Securities held by other Holders may be included in such registration (up to the maximum
of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities
in the registration the right to include additional Registrable Securities pursuant to the terms and limitations set forth herein
in the same proportion used above in determining the underwriter limitation.


 




    	 



    	 



    

 


(d)          Occurrence
of Registration Event. If a Registration Event occurs, then the Company will make payments to each Holder of Registrable Securities
(a “Qualified Purchaser”), as liquidated damages for the amount of damages to the Qualified Purchaser by reason
thereof, at a rate equal to 0.50% of the purchase price per Unit paid by such Holder in the PPO for the Registrable Securities
then held by each Qualified Purchaser for each full period of 30 days of the Registration Default Period (which shall be pro-rated
for any period less than 30 days); provided, however, if a Registration Event occurs (or is continuing), liquidated
damages shall be paid only with respect to that portion of the Qualified Purchaser’s Registrable Securities that cannot then
be immediately resold in reliance on Rule 144. Notwithstanding the foregoing, the maximum amount of liquidated damages that may
be paid to any Qualified Purchaser pursuant to this Section 3(d) shall be an amount equal to 6% of the purchase price per Unit
paid by such Holder in the PPO for the Registrable Securities held by such Qualified Purchaser at the time of the first occurrence
of a Registration Event. Each such payment shall be due and payable within five days after the end of each full 30-day period of
the Registration Default Period until the termination of the Registration Default Period and within five days after such termination.
Such payments shall constitute the Qualified Purchaser’s exclusive remedy for such events. If the Company fails to pay any
partial liquidated damages or refund pursuant to this Section in full within seven days after the date payable, the Company will
pay interest thereon at a rate of 2% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to
the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon,
are paid in full. The Registration Default Period shall terminate upon (i) the filing of the Registration Statement in the case
of clause (a) of the definition of Registration Event, (ii) the SEC Effective Date in the case of clause (b) of the definition
of Registration Event, (iii) the ability of the Qualified Purchaser to effect sales pursuant to the Registration Statement in the
case of clause (c) of the definition of Registration Event, and (iv) the listing or inclusion and/or trading of the Common Stock
on an Approved Market, as the case may be, in the case of clause (d) of the definition of Registration Event. The amounts payable
as liquidated damages pursuant to this Section 3(d) shall be payable in lawful money of the United States.


 


(e)          Notwithstanding
the provisions of Section 3(d) above:


 


(1)(a) if the Commission
does not declare the Registration Statement effective on or before the Registration Default Date, or (b) if the Commission allows
the Registration Statement to be declared effective at any time before or after the Registration Default Date, subject to the withdrawal
of certain Registrable Securities from the Registration Statement, and the reason for (a) or (b) is the Commission’s determination
that (x) the offering of any of the Registrable Securities constitutes a primary offering of securities by the Company, (y) Rule
415 may not be relied upon for the registration of the resale of any or all of the Registrable Securities, and/or (z) a Holder
of any Registrable Securities must be named as an underwriter, the Holders understand and agree that in the case of (b) the Company
may reduce, on a pro rata basis, the total number of Registrable Securities to be registered on behalf of each such Holder,
and, in the case of (a) or (b), that a Holder shall not be entitled to any liquidated damages with respect to the Registrable Securities
not registered for the reason set forth in (a), or so reduced on a pro rata basis as set forth in (b). In any such pro
rata reduction, the number of Registrable Securities to be registered on such Registration Statement will first be reduced
by (i) first, all of the Registrable Securities held by the JBT Holders, (ii) second, the Registrable Securities represented by
the Registrable Warrant Shares (applied, in the case that some Registrable Warrant Shares may be registered, to the Holders on
a pro rata basis based on the total number of unregistered Registrable Warrant Shares held by such Holders on a fully diluted
basis), and (iv) third, Registrable Securities represented by Investor Shares (applied, in the case that some Investor Shares may
be registered, to the Holders on a pro rata basis based on the total number of unregistered Investor Shares held by such
Holders). In addition, any such affected Holder shall be entitled to Piggyback Registration
rights after the Registration Statement is declared effective by the Commission until such time as: (AA) all Registrable Securities
have been registered pursuant to an effective Registration Statement, (BB) the Registrable Securities may be resold without restriction
pursuant to Rule 144 of the Securities Act, or (CC) the Holder agrees to be named as an underwriter in any such registration statement.
The Holders acknowledge and agree the provisions of this paragraph may apply to more than one Registration Statement; and


 




    	 



    	 



    

 


(2)         For
not more than thirty (30) consecutive days or for a total of not more than sixty (60) days in any twelve (12) month period, the
Company may suspend the use of any prospectus included in any Registration Statement contemplated by this Section in the event
that the Company determines in good faith that such suspension is necessary to (A) delay the disclosure of material non-public
information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the
best interests of the Company or (B) amend or supplement the affected Registration Statement or the related prospectus so that
such Registration Statement or prospectus shall not include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances
under which they were made, not misleading, including in connection with the filing of a post-effective amendment to such Registration
Statement in connection with the Company’s filing of an Annual Report on Form 10-K for any fiscal year (an “Allowed
Delay”); provided, that the Company shall promptly (a) notify each Holder in writing of the commencement of an Allowed Delay,
but shall not (without the prior written consent of an Holder) disclose to such Holder any material non-public information giving
rise to an Allowed Delay, (b) advise the Holders in writing to cease all sales under the Registration Statement until the end of
the Allowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.


 


In the event of an Allowed
Delay, the liquidated damages set forth in Section 3(d) shall not accrue during such Allowed Delay.


 


(f)          Holdback
Agreements. From and after the SEC Effective Date, each Holder understands that (i) it shall not sell, offer, pledge, contract
to sell, grant any option or contract to purchase, purchase any option or contract to sell, grant any right or warrant to purchase,
lend or otherwise transfer or encumber, directly or indirectly, any shares of the Registrable Securities (“Transfer”),
nor shall such Holder enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of
the economic consequences of ownership of any shares of the Registrable Securities until the Release Date (as defined below); provided
that such Holder shall be permitted to Transfer up to one-third of such Holder’s Registrable Securities held by it as of
the SEC Effective Date at any time on or after the SEC Effective Date, and (ii) following the Release Date, it shall be entitled
to sell the remaining Registrable Securities held by such Holder. Each Holder hereby covenants and agrees that (x) it shall abide
by the restrictions set forth above and (y) the Company shall be entitled to place “stop transfer” instructions with
the Company’s transfer agent in compliance with the above restrictions. For purposes of this clause (f), the term “Release
Date” shall mean six months from the SEC Effective Date; provided, that in the event the Company delivers a notice of
redemption to the Holders of the Investor Warrants (pursuant to the terms of the Investor Warrants) (the “Redemption Notice”),
the restrictions set forth above shall terminate effective on the date of delivery of the Redemption Notice.


 




    	 



    	 



    

 


4.            Registration
Procedures for Registrable Securities. The Company will keep each Holder reasonably advised as to the filing and effectiveness
of the Registration Statement. At its expense with respect to the Registration Statement, the Company will:


 


(a)          prepare
and file with the Commission with respect to the Registrable Securities, a Registration Statement on Form S-1, or any other form
for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available
for the sale of the Registrable Securities in accordance with the intended methods of distribution thereof, and use its commercially
reasonable efforts to cause such Registration Statement to become effective and shall remain effective for a period of one year
or for such shorter period ending on the earlier to occur of (i) the date as of which all of the Holders as selling stockholders
thereunder may sell all of the Registrable Securities registered for resale thereon without restriction pursuant to Rule 144 (or
any successor rule thereto) promulgated under the Securities Act or (ii) the date when all of the Registrable Securities registered
thereunder shall have been sold (the “Effectiveness Period”). Thereafter, the Company shall be entitled
to withdraw such Registration Statement and the Purchasers shall have no further right to offer or sell any of the Registrable
Securities registered for resale thereon pursuant to the respective Registration Statement (or any prospectus relating thereto);


 


(b)          if
the Registration Statement is subject to review by the Commission, respond in a commercially reasonable manner to all comments
and diligently pursue resolution of any comments to the satisfaction of the Commission;


 


(c)          prepare
and file with the Commission such amendments and supplements to such Registration Statement as may be necessary to keep such Registration
Statement effective during the Effectiveness Period;


 


(d)          furnish,
without charge, to each Holder of Registrable Securities covered by such Registration Statement (i) a reasonable number of copies
of such Registration Statement (including any exhibits thereto other than exhibits incorporated by reference), each amendment and
supplement thereto as such Holder may reasonably request, (ii) such number of copies of the prospectus included in such Registration
Statement (including each preliminary prospectus and any other prospectus filed under Rule 424 of the Securities Act) as such Holders
may reasonably request, in conformity with the requirements of the Securities Act, and (iii) such other documents as such Holder
may require to consummate the disposition of the Registrable Securities owned by such Holder, but only during the Effectiveness
Period;


 




    	 



    	 



    

 


(e)          use
its commercially reasonable efforts to register or qualify such registration under such other applicable securities laws of such
jurisdictions as any Holder of Registrable Securities covered by such Registration Statement reasonably requests and as may be
necessary for the marketability of the Registrable Securities (such request to be made by the time the applicable Registration
Statement is deemed effective by the Commission) and do any and all other acts and things necessary to enable such Holder to consummate
the disposition in such jurisdictions of the Registrable Securities owned by such Holder; provided, that the Company shall
not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify
but for this paragraph, (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process
in any such jurisdiction.


 


(f)          notify
each Holder of Registrable Securities, the disposition of which requires delivery of a prospectus relating thereto under the Securities
Act, of the happening of any event (as promptly as practicable after becoming aware of such event), which comes to the Company’s
attention, that will after the occurrence of such event cause the prospectus included in such Registration Statement, if not amended
or supplemented, to contain an untrue statement of a material fact or an omission to state a material fact required to be stated
therein or necessary to make the statements therein not misleading and the Company shall promptly thereafter prepare and furnish
to such Holder a supplement or amendment to such prospectus (or prepare and file appropriate reports under the Exchange Act) so
that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement
of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein
not misleading, unless suspension of the use of such prospectus otherwise is authorized herein or in the event of a Blackout Period,
in which case no supplement or amendment need be furnished (or Exchange Act filing made) until the termination of such suspension
or Blackout Period;


 


(g)          comply,
and continue to comply during the Effectiveness Period, in all material respects with the Securities Act and the Exchange Act and
with all applicable rules and regulations of the Commission with respect to the disposition of all securities covered by such Registration
Statement;


 


(h)          as
promptly as practicable after becoming aware of such event, notify each Holder of Registrable Securities being offered or sold
pursuant to the Registration Statement of the issuance by the Commission of any stop order or other suspension of effectiveness
of the Registration Statement;


 


(i)          use
its commercially reasonable efforts to cause all the Registrable Securities covered by the Registration Statement to be quoted
on the OTC Bulletin Board or such other Approved Market on which securities of the same class or series issued by the Company are
then listed or traded;


 


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


 




    	 



    	 



    

 


(k)          if
requested by the Holders, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be delivered to a transferee pursuant to the Registration Statement, which certificates shall be free,
to the extent permitted by applicable law, of all restrictive legends, and to enable such Registrable Securities to be in such
denominations and registered in such names as any such Holders may request;


 


(l)          during
the Effectiveness Period, refrain from bidding for or purchasing any Common Stock or any right to purchase Common Stock or attempting
to induce any person to purchase any such security or right if such bid, purchase or attempt would in any way limit the right of
the Holders to sell Registrable Securities by reason of the limitations set forth in Regulation M of the Exchange Act; and


 


(m)          take
all other reasonable actions necessary to expedite and facilitate the disposition by the Holders of the Registrable Securities
pursuant to the Registration Statement.


 


5.            Suspension
of Offers and Sales. Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of
the kind described in Section 4(f) hereof or of the commencement of a Blackout Period, such Holder shall discontinue the disposition
of Registrable Securities included in the Registration Statement until such Holder’s receipt of the copies of the supplemented
or amended prospectus contemplated by Section 4(f) hereof or notice of the end of the Blackout Period, and, if so directed by the
Company, such Holder shall deliver to the Company (at the Company’s expense) all copies (including, without limitation, any
and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable
Securities current at the time of receipt of such notice.


 


6.            Registration
Expenses. The Company shall pay all expenses in connection with any registration obligation provided herein, including, without
limitation, all registration, filing, stock exchange fees, printing expenses, all fees and expenses of complying with applicable
securities laws, and the fees and disbursements of counsel for the Company and of its independent accountants; provided,
that, in any registration, each party shall pay for its own underwriting discounts and commissions and transfer taxes. Except as
provided in this Section and Section 9, the Company shall not be responsible for the expenses of any attorney or other advisor
employed by a Holder.


 


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


 


8.            Information
by Holder. A Holder with Registrable Securities included in any registration shall furnish to the Company such information
regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be
required in order to comply with any applicable law or regulation in connection with the registration of such Holder’s Registrable
Securities or any qualification or compliance with respect to such Holder’s Registrable Securities and referred to in this
Agreement. A form of Selling Stockholder Questionnaire is attached as Exhibit B hereto for such purposes.


 




    	 



    	 



    

 


9.            Indemnification.


 


(a)          In
the event of the offer and sale of Registrable Securities under the Securities Act, the Company shall, and hereby does, indemnify
and hold harmless, to the fullest extent permitted by law, each Holder, its directors, officers, partners, each other person who
participates as an underwriter in the offering or sale of such securities, and each other person, if any, who controls or is under
common control with such Holder or any such underwriter within the meaning of Section 15 of the Securities Act, against any losses,
claims, damages or liabilities, joint or several, and expenses to which the Holder or any such director, officer, partner or underwriter
or controlling person may become subject under the Securities Act, the Exchange Act, or any other federal or state law, insofar
as such losses, claims, damages, liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect
thereof) arise out of or are based upon any untrue statement of any material fact contained in any registration statement prepared
and filed by the Company under which Registrable Securities were registered under the Securities Act, any preliminary prospectus,
final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission to state therein
a material fact required to be stated or necessary to make the statements therein in light of the circumstances in which they were
made not misleading, or any violation or alleged violation of the Securities Act, the Exchange Act, any state securities law or
any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection with this
Agreement; and the Company shall reimburse the Holder, and each such director, officer, partner, underwriter and controlling person
for any legal or any other expenses reasonably incurred by them in connection with investigating, defending or settling any such
loss, claim, damage, liability, action or proceeding; provided, that such indemnity agreement found in this Section 9(a)
shall in no event exceed the net proceeds from the PPO received by the Company; and provided further, that the Company shall
not be liable in any such case (i) to the extent that any such loss, claim, damage, liability (or action or proceeding in respect
thereof) or expense arises out of or is based upon an untrue statement in or omission from such registration statement, any such
preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by the Holder specifically for use in the preparation thereof or (ii) if the person asserting
any such loss, claim, damage, liability (or action or proceeding in respect thereof) who purchased the Registrable Securities that
are the subject thereof did not receive a copy of an amended preliminary prospectus or the final prospectus (or the final prospectus
as amended or supplemented) at or prior to the written confirmation of the sale of such Registrable Securities to such person because
of the failure of such Holder or underwriter to so provide such amended preliminary or final prospectus and the untrue statement
or omission of a material fact made in such preliminary prospectus was corrected in the amended preliminary or final prospectus
(or the final prospectus as amended or supplemented). Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of the Holders, or any such director, officer, partner, underwriter or controlling person and shall survive
the transfer of such shares by the Holder.


 




    	 



    	 



    

 


(b)          As
a condition to including Registrable Securities in any registration statement filed pursuant to this Agreement, each Holder agrees
to be bound by the terms of this Section 9 and to indemnify and hold harmless, to the fullest extent permitted by law, the Company,
its directors and officers, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities
Act, against any losses, claims, damages or liabilities, joint or several, to which the Company or any such director or officer
or controlling person may become subject under the Securities Act, the Exchange Act, or any other federal or state law, to the
extent arising out of or based solely upon: (x) such Holder’s failure to comply with the prospectus delivery requirements
of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any registration statement,
any prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising
out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the
statements therein not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained
in any information so furnished in writing by such Holder to the Company specifically for inclusion in the registration statement
or such prospectus or (ii) to the extent that (1) such untrue statements or omissions are based solely upon information regarding
such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information
relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly
approved in writing by such Holder expressly for use in the Registration Statement, such prospectus or such form of prospectus
or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 4(f)
hereof, the use by such Holder of an outdated or defective prospectus after the Company has notified such Holder in writing that
the prospectus is outdated or defective and prior to the receipt by such Holder of the advice contemplated in Section 4(f). In
no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received
by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.


 


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


 




    	 



    	 



    

 


(d)          If
an indemnifying party does or is not permitted to assume the defense of an action pursuant to Sections 9(c) or in the case of the
expense reimbursement obligation set forth in Sections 9(a) and (b), the indemnification required by Sections 9(a) and 9(b) shall
be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills received
or expenses, losses, damages, or liabilities are incurred.


 


(e)          If
the indemnification provided for in Section 9(a) or 9(b) is held by a court of competent jurisdiction to be unavailable to an indemnified
party with respect to any loss, liability, claim, damage or expense referred to herein, the indemnifying party, in lieu of indemnifying
such indemnified party hereunder, shall (i) contribute to the amount paid or payable by such indemnified party as a result of such
loss, liability, claim, damage or expense as is appropriate to reflect the proportionate relative fault of the indemnifying party
on the one hand and the indemnified party on the other (determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or omission relates to information supplied by the indemnifying party or the indemnified party
and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement
or omission), or (ii) if the allocation provided by clause (i) above is not permitted by applicable law or provides a lesser sum
to the indemnified party than the amount hereinafter calculated, not only the proportionate relative fault of the indemnifying
party and the indemnified party, but also the relative benefits received by the indemnifying party on the one hand and the indemnified
party on the other, as well as any other relevant equitable considerations. No indemnified party guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any indemnifying party who was
not guilty of such fraudulent misrepresentation.


 


(f)          Other
Indemnification. Indemnification similar to that specified in this Section (with appropriate modifications) shall be given
by the Company and each Holder of Registrable Securities with respect to any required registration or other qualification of securities
under any federal or state law or regulation or governmental authority other than the Securities Act.


 




    	 



    	 



    

 


10.           Rule
144. With a view to making available to the Holders the benefits of Rule 144 and any other rule or regulation of the Commission
that may at any time permit the Holders to sell the Registrable Securities to the public without registration, the Company agrees:
(i) to make and keep public information available as those terms are understood in Rule 144, (ii) to file with the Commission in
a timely manner all reports and other documents required to be filed by an issuer of securities registered under the Securities
Act or the Exchange Act pursuant to Rule 144, (iii) as long as any Holder owns any Registrable Securities, to furnish in writing
upon such Holder’s request a written statement by the Company that it has complied with the reporting requirements of Rule
144 and of the Securities Act and the Exchange Act, and to furnish to such Holder a copy of the most recent annual or quarterly
report of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in availing
such Holder of any rule or regulation of the Commission permitting the selling of any such Registrable Securities without registration
and (iv) undertake any additional actions commercially reasonably necessary to maintain the availability of the use of Rule 144.


 


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


 


12.           Other
Registration Rights. The Company shall not grant any additional registration rights other than those contemplated herein without
the consent of the Majority Holders prior to the effectiveness of the Registration Statement other than, in the case of the Company
(i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the
extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members
(including a registration on Form S-8) or (ii) a registration on Form S-4 in connection with a merger, acquisition, divestiture,
reorganization or similar event


 


13.           Miscellaneous.


 


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


 


(b)          Remedies.
In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder
or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement,
including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The Company and each
Holder agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it
of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance
in respect of such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate.


 




    	 



    	 



    

 


(c)          Successors
and Assigns. Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon,
the successors, Permitted Assignees, executors and administrators of the parties hereto.


 


(d)          No
Inconsistent Agreements. The Company has not entered, as of the date hereof, and shall not enter, on or after the date of this
Agreement, into any agreement with respect to its securities that would have the effect of impairing the rights granted to the
Holders in this Agreement or otherwise conflicts with the provisions hereof.


 


(e)          Entire
Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the
subjects hereof.


 


(f)          Notices,
etc. All notices or other communications which are required or permitted under this Agreement shall be in writing and sufficient
if delivered by hand, by facsimile transmission, by registered or certified mail, postage pre-paid, by electronic mail, or by courier
or overnight carrier, to the persons at the addresses set forth below (or at such other address as may be provided hereunder),
and shall be deemed to have been delivered as of the date so delivered:


 


If to the Company to:


 


Corbus Pharmaceuticals Holdings, Inc.


One Kendall Square, Bldg 200,


Cambridge, MA 02139,


Attn: Yuval Cohen, CEO


E-mail: ycohen@corbuspharma.com


 


with copy to:


 


Lowenstein Sandler LLP


1251 Avenue of the Americas


New York, NY 10020


Attn: Steven M. Skolnick, Esq.


Facsimile: (973) 597 2477


 


If to the Purchasers:


 


To each Purchaser at the address set forth
on the signature page hereto or at such other address as any party shall have furnished to the other parties in writing.


 




    	 



    	 



    

 


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


 


(h)          Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing
such counterparts, and all of which together shall constitute one instrument. In the event that any signature is delivered by facsimile
transmission or electronic transmission via .PDF file, such signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or electronic signature
page were an original thereof.


 


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


 


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


 


[SIGNATURE PAGES FOLLOW]


 




    	 



    	 



    

 


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


 


	 	COMPANY:
	 	 
	 	CORBUS PHARMACEUTICALS HOLDINGS,

INC.
	 	 
	 	By: 	 
	 	Name:	Yuval Cohen 
	 	Title:	Chief Executive Officer


 


EACH PURCHASER’S
SIGNATURE TO THE SUBSCRIPTION AGREEMENT DATED OF


EVEN DATE HEREWITH
SHALL CONSTITUTE THE PURCHASER’S SIGNATURE TO


THIS REGISTRATION RIGHTS
AGREEMENT.


 




    	 



    	 



    

 


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


 


JBT
Holders:


 


Entity: 


 


Name of Entity: _____________________


 


	By	 	 
	 	Name and Title: ________________	 
	 	 	 
	 	Address: ________________	 
	 	 	 
	 	               ________________	 
	 	 	 
	 	Email:  ____________________	 


 


Individual: 


 


	By	 	 
	 	Name: ________________	 
	 	Address: ________________	 
	 	 	 
	 	               ________________	 
	 	 	 
	 	Email:  ___________________	 


 




    	 



    	 



    

 


ANNEX A


 




JBT Holders


 


JBT Preferred Holders 


 


Peter Aranow

Philip Morgan

Amar Kapur

Lisa Kirby-Gibbs

Rohit D, Vakil

Bhalchandra G Parulkar

Sandeep Shah

John B. Goodrich

Michael Gregoire

Lee Chartrock

Lauer- Williams Family Trust

Donald E. Bates

Diamond Management Holdings (legal name: Diamond MGT)

Allen Michel (aka "Alan Michel")

Floyd Roos Properties LLC (Warren Roos )

George Xixis

Brenden Mckernan Courtagen Angel Fund

Equity Trust Co Cust FBO Lawrence Mintzer IRA

McKernan Family Partnership - Brendan McKernan

Carl Berke

Mark Butler

Stuart Wolpoff and Lee Rosner JTWROS

Venture Law Inc, Kenneth Merritt Defined Pension Plan

John M. Dacey

Howard Bilow

Richard Fedorowich

Karen Donovan

Jeff Arnold

Richard Anders

Andrew & Barbara J. Douglas

Michael Mark

Berenson Ventures, Richard Berenson

Mark R Cote

Terry Plasse

Bilcare-Sharpe

Anup Patel

Ethan S. Burstein





 




    	 



    	 



    

 


JBT Warrant Holders 


 


Peter Aranow

Philip Morgan

Amar Kapur

Lisa Kirby-Gibbs

Rohit D, Vakil

Bhalchandra G Parulkar

Sandeep Shah

Amon Mandelbaum

NLBDIT 2010 Enterprises LLC

Sunrise Foundation Trust


 




    	 



    	 



    

 


Exhibit A 


 


Selling Stockholder Questionnaire


 


[See Attached.]


 




    	 



    	 



    

 


CORBUS PHARMACEUTICALS HOLDINGS, INC.


STOCKHOLDERS’ QUESTIONNAIRE


 


The following information
is requested from you in connection with the preparation and filing by Corbus Pharmaceuticals Holdings, Inc. (the “Company”)
of a Registration Statement on Form S-1 or other appropriate form (the “Registration Statement”) with the Securities
and Exchange Commission (the “SEC”) covering the sale of shares of the Company’s common stock, including shares
of common stock underlying certain Warrants (the “Registrable Securities”) by certain stockholders of the Company.


 


We would appreciate
your answering all of the questions included in this questionnaire, even though your answers may be in the negative, so that the
Company will have a record of your responses for use in connection with the preparation of the Registration Statement. It is
requested that you give careful attention to each question and that you complete this questionnaire personally.


 


In order to assist
you in completing this questionnaire, certain terms used herein are defined in the appendix which is attached to this questionnaire.
Each of such defined terms has been bolded and italicized for identification. The term “person,” as used
in this questionnaire, means any natural person, company, government or political subdivision, agency or instrumentality of a government.


 


After you have
completed the following questionnaire, please send the completed questionnaire by e-mail at kdougherty@lowenstein.com or
overnight courier as soon as possible to the attention of Kate Dougherty, Esq. at Lowenstein Sandler LLP, 1251 Avenue of the Americas,
17th Floor, New York, NY 10020.


 


*********************


 




    	 



    	 



    

 


General
Information


 


1.          Please
provide your full name and address or the full name and address of the entity on whose behalf you are completing this questionnaire.
The address may be a business, mailing or residence address.


 


	Name:	 


 


	Address:	 


 


If you are answering this questionnaire
on behalf of a corporate entity, please state your name and position with the selling shareholder.


 


	Name:	 


 


	Position:	 


 


		2.	Name the Control Person of your organization: _________________________________



 


		3.	(a) Are you a broker-dealer registered pursuant to Section 15 of the Exchange Act?



 


	 	 ̈  Yes 	 ̈  No	 


 


(b) If your response to Item 3(a) above is no, are
you an "affiliate"1 of a broker-dealer registered pursuant to Section 15 of the Exchange Act?


 


	 	 ̈  Yes 	 ̈  No	 


 


(c) Please provide the full legal name of the person
through which you hold the Registrable Securities—(i.e. name of your broker, if applicable, through which your Registrable
Securities are held):


 


	 	Name of broker:	 
	 	 	 
	 	Contact person:	 
	 	 	 
	 	Telephone No.:	 


 


 






1 For the purposes of this Item 3(b), an "affiliate"
of a registered broker dealer shall include any company that directly, or indirectly through one or more intermediaries, controls,
or is controlled by, or is under common control with, such broker dealer, and does not include any individuals employed by such
broker dealer or its affiliates.


 




    	 



    	 



    

 


Securities
Holdings


 


Existing Holders:


 


Please fill in all
blanks in the following questions related to your beneficial ownership of the Company’s common stock.


Generally, a beneficial
owner of a security is a person who, directly or indirectly, through any contract, arrangement, understanding, relationship
or otherwise has or shares either:


(i) voting power, which includes
the power to vote, or to direct the voting of such security; and/or


(ii) investment power, which
includes the power to dispose, or to direct the disposition of, such security, even though he or she may not be the holder of record
of the securities.


 


Thus, securities held
in “street name” over which you exercise voting or investment power would be considered beneficially owned
by you. Other examples of indirect ownership include ownership by a partnership in which you are a partner or by an estate or trust
of which you or any member of your immediate family is a beneficiary. Ownership of securities held in the names of
your spouse, minor children or other relatives who live in the same household may be attributed to you.


If you have any reason
to believe that any interest in securities of the Company which you may have, however remote, is a beneficial interest, please
describe such interest. For purposes of responding to this questionnaire, it is preferable to err on the side of inclusion rather
than exclusion.


Where the SEC’s
interpretation of beneficial ownership would require disclosure of your interest or possible interest in certain
securities of the Company, and you believe that you do not actually possess the attributes of beneficial ownership,
an appropriate response is to disclose the interest and at the same time disclaim beneficial ownership of the securities.


 


Please indicate the amount of common
stock of the Company or any of its subsidiaries which you beneficially owned as of the date hereof.


  


	Number of

Shares	Registered in

the Name of	Beneficially

Owned by	Shares to be 

Sold	Remarks
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


For each holding:


 


		·	State the nature of the holding (i.e., held in your own name, jointly, as a trustee or beneficiary
of a trust, as a custodian, as an executor, in discretionary accounts, by your spouse or minor children, by a partnership of which
you are a partner, etc.), and



 




    	 



    	 



    

 


		·	State whether you are the beneficial owner by reason of (i) sole voting power, (ii)
shared voting power, (iii) sole investment power, (iv) shared investment power, (v) the right to acquire stock within 60 days of
the end of the calendar year, (vi) the right to acquire stock with the purpose of changing or influencing control; and/or (vii)
a security-based swap that you hold that gives you voting or investment power over the underlying Company stock (even though you
may not directly hold the underlying Company stock).



 


		·	Indicate in the Remarks column below whether you have sole or shared voting or investment power
with respect to any such securities, and in what capacity (i.e., individual, general partner, trustee) you have such power
or powers.



 


		·	If you wish to disclaim beneficial ownership of any shares listed, so indicate by
writing the word “Disclaim” in the Remarks column below; you understand that such shares will be shown separately from
your beneficial holdings and an appropriate disclaimer set forth.



 


		·	If any of the shares listed are subject to any claim, encumbrance, pledge or lien, so indicate
in the Remarks column.



 




    	 



    	 



    

 


Existing Holders and New Investors:


 


	1.	Your Interest in the Registrable Securities 


 


	 	(a)	State the number of such Registrable Securities beneficially owned by you. 


 


	 	Common stock:	 
	 	 	 
	 	Warrants:	 


 


(b)          Other
than as set forth in your response to Item 1(a) above, do you beneficially own any other securities of the Company?


 


	 	 ̈  Yes	 ̈  No


 


(c)          If
your answer to Item 1(b) above is yes, state the type, the aggregate amount and CUSIP No. (if applicable) of such other securities
of the Company beneficially owned by you:


 


	 	Type:	 


 


	 	Aggregate amount:	 


 


	 	CUSIP No.:	 


 


(d)          Did
you acquire the securities listed in Item 1(a) above in the ordinary course of business?


	 	 ̈  Yes 	 ̈  No


 


(e)          At
the time of your purchase of the securities listed in Item 1(a) above, did you have any agreements or understandings, directly
or indirectly, with any person to distribute the securities?


	 	 ̈  Yes 	 ̈  No 


 


(f)          If
your response to Item 1(e) above is yes, please describe such agreements or understandings:


 


	 
	 
	 
	 
	 


 




    	 



    	 



    

 


2.          Nature
of Your Beneficial Ownership


 


(a)          Does
someone other than you have control over the securities listed in Item 1(a) above?


	 	 ̈  Yes	 ̈  No


 


(b)          If
your response to Item 2(a) above is yes, name your controlling shareholder(s) or other person who has the ability to exercise control
over you (the "Controlling Entity"). If the Controlling Entity is not a natural person and is not a publicly held entity,
name each shareholder of such Controlling Entity. If any of these named shareholders are not natural persons or publicly held entities,
please provide the same information. This process should be repeated until you reach natural persons or a publicly held entity.


 


	 	(A)(i)	Full legal name of Controlling Entity(ies) or natural person(s) with who have sole or shared voting or dispositive power over the Registrable Securities:
	 	 	Business address (including street address) (or residence if no business address), telephone number and facsimile number of such person(s):





	 	Address:	 





	 	 






	 	Telephone:	 





	 	Fax:	 





	 	Name of shareholder:	 


	 	 



	 	 



	 	(B)(i)	Full legal name of Controlling Entity(ies):
	 	 	 
	 	 	 
	 	 	Business address (including street address) (or residence if no business address), telephone number and facsimile number of such person(s):





	 	Address:	 





	 	 



	 	Telephone:	 





	 	Fax:	 





	 	Name of shareholders:	 





	 	 


 


If you need more space for this response, please attach additional
sheets of paper. Please be sure to indicate your name and the number of the item being responded to on each such additional sheet
of paper, and to sign each such additional sheet of paper before attaching it to this Questionnaire.


 




    	 



    	 



    

 


Please note that you may be asked to answer additional questions
depending on your responses to the following questions.


 


3.          5%
Stockholders


Do you or any of your associates
(including corporations, partnerships, trusts, associations and other such groups) beneficially own more than 5%
of any class of the Company’s stock?


 


	 	 ̈  Yes	 ̈  No


 


If the answer is yes, please describe
such persons and their holdings below:


 


	Name of

Beneficial

Owner	 	Class of Shares

Beneficially

Owned	 	Holder of

Voting or

Investment Power
	 	 	 	 	 
	 	 	 	 	 


 


4.          No
Adverse Interest 


Do or will you or any of your associates have
any interests that are adverse to the Company interests in any pending or contemplated legal proceeding or government investigation
to which the Company is or will be a party (or to which its property may be subject)?


 


	 	 ̈  Yes	 ̈  No


 


If yes, please describe such interests below:


 


5.          Voting Arrangement


Do you have knowledge of any voting trusts or similar agreements
or arrangements pursuant to which more than 5% of the Company’s outstanding common stock, on an as converted
basis, is subject are described below:


 


	 	 ̈  Yes	 ̈  No


 


If yes, please describe such agreements or arrangements
below:


	Names and Addresses of Voting Trustees	 	Voting Rights and Other Powers

Under Trust, Agreement or Arrangement
	 	 	 


 




    	 



    	 



    

 


6.          Change
in Control


Are you aware of any arrangements, including any
pledge by any person of securities of the Company, the operations of which may at a subsequent date result in a change in control
of the Company?


 


	 	 ̈  Yes	 ̈  No


 


If yes, please describe such arrangements below:


 


7.          Transactions
with the Company


Have your or any of your associates had
any material interests in any actual or proposed transaction during the last three fiscal years to which the Company
was or is to be a party (and that are identified under “Securities Holdings” above)?


 


	 	 ̈  Yes	 ̈  No


 


If yes, please describe such interests below:2


 


8.          Affiliation
with Accountants or Attorneys


Do you have any interest, affiliation or connection with any
law firm or accounting firm that has been retained by the Company during the last three fiscal years or is proposed to be retained
by the Company?


 


	 	 ̈  Yes	 ̈  No


 


If yes, please describe such interest, affiliation or
connection below:


 


 






2 No such transaction need be described if:


(a) the amount involved (including all periodic installments
in the case of any lease or other agreement provided for periodic payments or installments and including the value of all transactions
In a series of similar transactions) does not exceed $60,000;


(b) the rates or charges involved in the transaction are fixed
by law or governmental authority or determined by competitive bids;


(c) the services involved are as a bank depositary of funds,
transfer agent, registrar, trustee under a trust indenture or other similar service;


(d) your interest arises solely from my ownership of securities
of the Company and you received no extra or special benefit not shared on a pro rata basis by all other holders of securities in
the same class;


(e) your interest in the corporation that is a party to the
transaction is solely as a director; or


(f) your interest arose solely as an officer and/or director
of the Company (e.g., your compensation arrangement with the Company).


 




    	 



    	 



    

 


9.          Contracts
with the Company


Are you or any of your associates
a party to any contracts with the Company or in which the Company has a beneficial interest, or to which the Company has succeeded
by assumption or assignment, which are to be performed in whole or in part at or after the date of the proposed filing of the Registration
Statement, or which were made not more than two years prior thereto?


 


	 	 ̈  Yes	 ̈  No


 


If yes, please describe such contract(s) below:


 











    	 



    	 



    




 





FINRA-Related
Questions


 


1.          Are
you (i) a “member” of the Financial Industries Regulatory Authority, Inc. (“FINRA”), (ii) an “affiliate”
of a member of FINRA, (iii) a “person associated with a member” or “associated person of a member” of FINRA
or (iv) associated with an “underwriter or related person” with respect to the proposed public offering of the Company’s
securities?


 


	 	Yes   ̈ No    ̈




 


For the sole purpose of this Question:
(i) FINRA generally defines a “member” to include any broker or dealer admitted to membership in FINRA or any officer
or partner of such a member or the executive representative of such member or the substitute for such representative; (ii) the
term “affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled
by, or is in common control with the person specified. Persons who have acted or are acting on behalf or for the benefit of a person
include, but are not necessarily limited to, directors, officers, employees, agents, consultants and sales representatives; (iii)
FINRA generally defines a “person associated with a member” or “associated person of a member” to include
every sole proprietor, partner, officer, director or branch manager of any member, or any natural person occupying a similar status
or performing similar functions, or any natural person engaged in the investment banking or securities business who is directly
or indirectly controlling or controlled by such member (for example, any employee), whether or not any such person is registered
or exempt from registration with FINRA; and (iv) the term “underwriter or related person” includes, with respect to
a proposed offering, underwriters, underwriters’ counsel, financial consultants and advisers, finders, members of the selling
or distribution group, and any and all other persons associated with or related to any such persons.


 


If yes, kindly describe such relationship
(whether direct or indirect) and please respond to Questions (2) and (3) below; if no, please proceed to Question (4).


 


2.          Please
set forth information as to all purchases and acquisitions (including contracts for purchase or acquisition) of securities of the
Company by you, regardless of the time acquired or the source from which derived:


 


	Seller or	Amount and	Price or Other	 
	Prospective Seller	Nature of Securities	Consideration	Date
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


3.          In
connection with your direct or indirect affiliation or association with a “member” of FINRA as set forth above in Question
(1), please furnish the identity of such FINRA member and any information, if known, as to whether such FINRA member intends to
participate in any capacity in this proposed initial public offering, including the details of such participation:


 




    	 



    	 



    

 


4.          Please
describe any underwriting compensation and arrangement or any dealings known to you between any “underwriter or related person”,
“member” of FINRA, “affiliate” of a member of FINRA, “person associated with a member”, or
“associated person of a member” of FINRA on the one hand and the Company or controlling shareholder thereof on the
other hand, other than information relating to the proposed initial public offering of the Company:


 


5.          Please
set out below any information, if known, as to whether any “member” of FINRA, any “underwriter or related person”,
“affiliate” or a member of FINRA, “person associated with a member” or “associated person of a member”
of FINRA may receive any portion of the net offering:


 


For subscribers answering “Yes”
to Item 1 above:


 


The undersigned FINRA member form acknowledges receipt of the
notice required by Article 3, Sections 28(a) and (b) of the Rules of Fair Practice.


 


	 	 
	Name of FINRA Member Firm	 


 


	By:	 	 	Date:	 	 
	 	Authorized Officer	 	 	 	 


 




    	 



    	 



    

 


The undersigned
(including its donees or pledgees) intends to distribute the Registrable Securities listed above pursuant to the Registration Statement
only as follows (if at all): Such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively,
through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters, broker-dealers or
agents, the selling holder will be responsible for underwriting discounts or commissions or agents' commissions. Such Registrable
Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying
prices determined at the time of sale or at negotiated prices. Such sales may be effected in transactions (which may involve block
transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or
quoted at the time of sale, (ii) in the over-the-counter market, or (iii) in transactions otherwise than on such exchanges or services
or in the over-the-counter market.


 


I understand that material
misstatements or the omission of material facts in the Registration Statement may give rise to civil and criminal liabilities to
the Company, to each officer and director of the Company signing the Registration Statement and other persons signing the Registration
Statement. I will notify you and the Company of any misstatement of a material fact in the Registration Statement or any amendment
thereto, and of the omission of any material fact necessary to make the statements contained therein not misleading, as soon as
practicable after a copy of the Registration Statement or any such amendment has been provided to me.


 


I confirm that the foregoing statements
are correct, to the best of my knowledge and belief.


 


Dated:  _____________________.


 


	 	Very truly yours,	 
	 	 	 
	 	 	 
	 	(Signature)	 
	 	 	 
	 	 	 
	 	(Typed or Printed Name)	 


 




    	 



    	 



    

 


Definitions


 


The term “arrangement”
means any plan, contract, authorization or understanding whether or not set forth in a formal document.


 


The term “associate”
as used throughout this questionnaire, means (a) any corporation or organization (other than the Company) of which I am an officer,
director or partner or of which I am, directly or indirectly, the beneficial owner of 5% or more of any class of equity securities,
(b) any trust or other estate in which I have a substantial beneficial interest or as to which I serve as trustee or in a similar
capacity, (c) my spouse, (d) any relative of my spouse or any relative of mine who has the same home as me or who is a director
or officer or key executive of the Company, (e) any partner, syndicate member or person with whom I have agreed to act in concert
with respect to the acquisition, holding, voting or disposition of shares of the Company’s securities.


 


The term “beneficially owned”
when used in connection with the ownership of securities, means (a) any interest in a security which entitles me to any of
the rights or benefits of ownership even though I may not be the owner of record or (b) securities owned by me directly or indirectly,
including those held by me for my own benefit (regardless of how registered) and securities held by others for my benefit (regardless
of how registered), such as by custodians, brokers, nominees, pledgees, etc., and including securities held by an estate or trust
in which I have an interest as legatee or beneficiary, securities owned by a partnership of which I am a partner, securities held
by a personal holding company of which I am a stockholder, etc., and securities held in the name of my spouse, minor children and
any relative (sharing the same home). A “beneficial owner” of a security includes any person who, directly or indirectly,
through any contract, arrangement, understanding, relationship or otherwise has or shares:


 


(a)          voting
power which includes the power to vote, or to direct the voting of, such security; and/or


 


(b)          investment
power which includes the power to dispose, or to direct the disposition, of such security.


 


The term “control”
(including the terms “controlling,” “controlled by” and “under common control with”) means
the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person,
whether through the ownership of voting securities, by contract or otherwise.


 


The term “immediate family”
means any relationship by blood, marriage or adoption, not more remote than first cousin.


 


The term “material,”
when used in this questionnaire to qualify a requirement for the furnishing of information as to any subject, limits the information
required to those matters as to which an average prudent investor ought reasonably to be informed before purchasing the Common
Stock of the Company.