Exhibit 10.4


 


VOTING
AGREEMENT


 


This VOTING AGREEMENT
(this “Agreement”) is entered into as of April 11, 2014 (the “Effective Date”) by and
among Corbus Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), the parties listed as
stockholders of JB Therapeutics, Inc. (the “JB Therapeutics Stockholders”) on the signature pages hereto and
the parties listed as stockholders of the Company (the “Holdings Stockholders”) on the signature pages hereto
(each, a “Stockholder” and collectively, the “Stockholders”).


 


WITNESSETH:


 


WHEREAS, as of
the date hereof, each Stockholder holds and is entitled to vote (or to direct the voting of) shares of voting common stock, par
value $0.0001 per share (the “Voting Common Shares”), of the Company, (such Voting Common Shares, together
with any other Voting Common Shares the voting power of which is acquired by such Stockholders during the period from the date
hereof through the date on which this Agreement is terminated in accordance with its terms (such period, the “Voting
Period”), are collectively referred to herein as the “Subject Shares”);


 


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 of Regulation D of the Securities Act of 1933, as amended, 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 as of the Effective Date; and


 


WHEREAS, as an
inducement to the parties’ willingness to consummate the transactions contemplated by the Merger Agreement, the Company
and the Stockholders are entering into this Agreement.


 


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


 




    	 



    	 



    

 


ARTICLE
I


DEFINITIONS


 


Section
1.1      Capitalized Terms. For purposes of this Agreement, capitalized terms
used and not defined herein shall have the respective meanings ascribed to them in the Merger Agreement.


 


ARTICLE
II


VOTING
AGREEMENT AND IRREVOCABLE PROXY


 


Section
2.1      Agreement to Vote the Subject Shares. Each Stockholder hereby agrees
that, during the Voting Period, at any duly called meeting of the stockholders of the Company (or any adjournment or postponement
thereof) or action taken by written consent in lieu of a meeting, each Stockholder shall, if a meeting is held, appear at the
meeting, in person or by proxy, or otherwise cause his Subject Shares owned at any time to be counted as present thereat for purposes
of establishing a quorum, and he shall vote (or cause to be voted), in person or by proxy, all of his Subject Shares:


 


(a)          to
ensure that the size of the Board shall be set and remain at five (5) directors unless increased by the Board.


 


(b)          to
ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written
consent of the Stockholders, the following persons shall be elected to the Board:


 


(i)       One
person designated by Aegis Capital Corp. (the “Aegis Designee”), which individual shall initially be David
Hochman;


 


(ii)      Three
people designated by the JB Therapeutics Stockholders (the “JB Therapeutics Designees”), two of which shall
initially be Yuval Cohen and Alan Holmer and one of which shall be an independent person who shall be designated following the
Merger; and


 


(iii)     One
independent person acceptable to the Aegis Designee and the JB Therapeutics Designees.


 


Section
2.2         Grant of Irrevocable Proxy. If requested by the Company,
each Stockholder shall appoint the Company and any designee of the Company, and each of them individually, as each Stockholder’s
proxy, with full power of substitution and resubstitution, to vote during the Voting Period with respect to any and all of the
Subject Shares on the matters and in the manner specified in Section 2.1. Each Stockholder shall take such further
action or execute such other instruments as may be reasonably necessary to effectuate the intent of any such proxy. Each Stockholder
affirms that any irrevocable proxy given by him with respect to this Agreement and the transactions contemplated hereby shall
be given to the Company by such Stockholder to secure the performance of the obligations of the Stockholder under this Agreement.
It is agreed that the Company (and its officers on behalf of the Company) will use the irrevocable proxy that may be granted by
each Stockholder only in accordance with applicable law and only if such Stockholder fails to comply with Section 2.1
and that, to the extent the Company (and its officers on behalf of the Company) uses any such irrevocable proxy, he will only
vote the Subject Shares subject to such irrevocable proxy with respect to the matters specified in, and in accordance with the
provisions of, Section 2.1.


 




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Section
2.3         Nature of Irrevocable Proxy. Any proxy granted pursuant
to Section 2.2 to the Company by the Stockholders shall be irrevocable during the term of this Agreement, shall be
deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies
granted by the Stockholders. Any proxy that may be granted hereunder shall terminate upon the termination of this Agreement.


 


ARTICLE
III 

COVENANTS


 


Section
3.1         Subject Shares.


 


(a)           Each
Stockholder agrees that during the Voting Period he shall not, without the Company’s prior written consent, grant any proxies
or powers of attorney with respect to any or all of the Subject Shares or agree to vote the Subject Shares on any matter inconsistent
with the terms described herein; provided, however, that in the event a Stockholder transfers all
or any portion of his Subject Shares such Stockholder shall be permitted to grant stock powers with respect to such transferred
Subject Shares.


 


(b)           In
the event of a stock dividend or distribution, or any change in the Subject Shares by reason of any stock dividend or distribution,
split-up, recapitalization, combination, conversion, exchange of shares or the like, the term “Subject Shares” shall
be deemed to refer to and include the Subject Shares as well as all such stock dividends and distributions and any securities
into which or for which any or all of the Subject Shares may be changed or exchanged or which are received in such transaction.


 


Section
3.2         Voting Trusts. Each Stockholder agrees that he will
not, nor will he permit any entity under his control to, deposit any of his Subject Shares in a voting trust or subject any of
his Subject Shares to any arrangement with respect to the voting of such Subject Shares other than as provided herein. Notwithstanding
the foregoing, each Stockholder shall be permitted to transfer all or any portion of his Subject Shares to third parties subject
to any contractual restrictions on transfer applicable to his Subject Shares.


 




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ARTICLE
IV 

REPRESENTATIONS AND WARRANTIES Of each STOCKHOLDER


 


Each Stockholder hereby represents and
warrants to the Company, severally, but not jointly, as follows:


 


Section
4.1         Authority, etc. The Stockholder (i) if a natural person,
represents that the Stockholder has reached the age of 21 and has full power and authority to execute and deliver this 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 Agreement and all other related agreements or certificates and
to carry out the provisions hereof and thereof, the execution and delivery of this Agreement has been duly authorized by all necessary
action, this 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 Agreement in a representative or fiduciary capacity, represents that it has full power
and authority to execute and deliver this 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 Stockholder is executing
this 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 Agreement and represents that this Agreement constitutes
a legal, valid and binding obligation of such entity. This Agreement has been duly executed and delivered by each Stockholder
and (assuming the due authorization, execution and delivery by the Company) constitutes a valid and binding obligation of such
Stockholder, enforceable against such Stockholder in accordance with its terms, except to the extent enforcement is limited by
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors’ rights and by general equitable principles.


 


Section
4.2        Ownership of Shares. As of the date hereof, each Stockholder
is the lawful owner of the Voting Common Shares owned by such Stockholder and has the sole power to vote or cause to be voted
such shares or shares power to vote or cause to be voted such shares solely with one or more other persons. Each Stockholder has
good and valid title to the Voting Common Shares owned by each Stockholder, free and clear of any and all pledges, mortgages,
liens, charges, proxies, voting agreements, encumbrances, adverse claims, options, security interests and demands of any nature
or kind whatsoever, other than (i) those created by this Agreement, or (ii) those existing under applicable securities laws.


 


Section
4.3        No Conflicts. (a) No authorization, consent or approval
of any other person is necessary for the execution of this Agreement by each Stockholder and (b) none of the execution and delivery
of this Agreement by each Stockholder, the consummation by each Stockholder of the transactions contemplated hereby or compliance
by each Stockholder with any of the provisions hereof shall (i) result in, or give rise to, a violation or breach of or a default
under any of the terms of any material contract, understanding, agreement or other instrument or obligation to which each Stockholder
is a party or by which each Stockholder or any of the Subject Shares or its assets may be bound or (ii) violate any applicable
order, writ, injunction, decree, judgment, statute, rule or regulation, except for any of the foregoing as would not reasonably
be expected to materially impair each Stockholder’s ability to perform his obligations under this Agreement.


 




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ARTICLE
V 

REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


The Company hereby represents and warrants
to each Stockholder as follows:


 


Section
5.1        Due Organization, etc. The Company is a Delaware corporation
duly organized and validly existing under the laws of Delaware. The Company has all necessary corporate power and authority to
execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby by the Company have been duly authorized by all necessary
corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and (assuming
the due authorization, execution and delivery by each Stockholder) constitutes a valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, except to the extent enforcement is limited by bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’
rights and by general equitable principles.


 


Section
5.2        No Conflicts. (a) No authorization, consent or approval of
any other person is necessary for the execution of this Agreement by the Company and (b) none of the execution and delivery of
this Agreement by the Company, the consummation by the Company of the transactions contemplated hereby or compliance by the Company
with any of the provisions hereof shall (i) conflict with or result in any breach of the organizational documents of the Company,
(ii) result in, or give rise to, a violation or breach of or a default under any of the terms of any material contract, understanding,
agreement or other instrument or obligation to which the Company is a party or by which the Company or any of its assets may be
bound or (iii) violate any applicable order, writ, injunction, decree, judgment, statute, rule or regulation, except for any of
the foregoing as would not reasonably be expected to materially impair the Company’s ability to perform its obligations
under this Agreement.


 


ARTICLE
VI 

TERMINATION


 


Section
6.1        Termination. This Agreement shall automatically terminate,
and neither the Company nor the Stockholders shall have any rights or obligations hereunder and this Agreement shall become null
and void and have no effect upon the earliest to occur of: (a) the approval of the holders of at least 75% of the Subject Shares
or (b) the closing of a firm commitment underwritten public offering of the Company’s shares of Common Stock resulting in
gross proceeds of at least $20 million. The termination of this Agreement shall not prevent either party from seeking any remedies
(at law or in equity) against the other party or relieve any party from liability for such party’s willful and material
breach of any terms of this Agreement. Notwithstanding anything to the contrary herein, (i) the provisions of Article VII
shall survive the termination of this Agreement and (ii) if a Stockholder effectuates a sale, transfer or other disposition of
his Subject Shares to a party that is not a Stockholder following the expiration of any contractual restrictions applicable to
such disposition but during the Voting Period, the transferee shall not acquire Subject Shares subject to the terms of this Agreement.


 




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ARTICLE
VII 

MISCELLANEOUS


 


Section
7.1        Further Actions. Each
of the parties hereto agrees to take any all actions and to do all things reasonably necessary or appropriate to effectuate
this Agreement.


 


Section
7.2        Amendments, Waivers, etc.
This Agreement may not be amended, changed, supplemented, waived or otherwise modified, except upon the execution and delivery
of a written agreement executed by the holders of at least 75% of the Subject Shares. The failure of any party hereto to exercise
any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist
upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance
with the terms hereof shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy
or to demand such compliance.


 


Section
7.3        Notices. 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, post pre-paid, 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


Attention: CEO


Facsimile: (617) 244-3885


 


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 Stockholders:


 


To each Stockholder 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.


 


Section
7.4        Headings. Headings of the Articles and Sections of this Agreement
are for convenience of the parties only, and shall be given no substantive or interpretive effect whatsoever.


 




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Section
7.5        Severability. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other
provisions hereof. If any provision of this Agreement, or the application of such provision to any person or any circumstance,
is invalid or unenforceable (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far
as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this
Agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity or
unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the
application of such provision, in any other jurisdiction.


 


Section
7.6        Entire Agreement; Assignment. This Agreement constitutes
the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, between the parties,
or any of them, with respect to the subject matter hereof. Neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written
consent of the other parties. Subject to the preceding two sentences, this Agreement will be binding upon, inure to the benefit
of and be enforceable by the parties hereto and their respective successors and permitted assigns.


 


Section
7.7        Parties in Interest. The Company and the Stockholders hereby
agree that their respective representations, warranties and covenants set forth herein are solely for the benefit of the other
party hereto, in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not,
confer upon any person other than the parties hereto any rights or remedies hereunder, including, without limitation, the right
to rely upon the representations and warranties set forth herein. The representations and warranties in this Agreement are the
product of negotiations among the parties hereto and are for the sole benefit of the parties hereto. Any inaccuracies in such
representations and warranties are subject to waiver by the parties hereto in accordance with Section 7.2 without notice
or liability to any other person. In some instances, the representations and warranties in this Agreement may represent an allocation
among the parties hereto of risks associated with particular matters regardless of the knowledge of any of the parties hereto.
Consequently, persons other than the parties hereto may not rely upon the representations and warranties in this Agreement as
characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.


 




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Section
7.8        Interpretation. When a reference is made in this Agreement
to an Article or Section, such reference shall be to an Article or Section of this Agreement unless otherwise indicated. Whenever
the words “include,” or “including” are used in this Agreement, they shall be deemed to be followed by
the words “without limitation.” The words “hereof,” “herein” and “hereunder” and
words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision
of this Agreement. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document
made or delivered pursuant thereto unless otherwise defined therein. The definitions contained in this Agreement are applicable
to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of
such term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred
to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented in accordance with
the terms hereof, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession
of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. References to
a person are also to its permitted successors and assigns. Each of the parties has participated in the drafting and negotiation
of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if drafted
by all the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship
of any of the provisions of this Agreement.


 


Section
7.9        Governing Law.  THIS AGREEMENT SHALL BE DEEMED TO BE MADE
IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK
WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.


 


Section
7.10      Specific Performance. The parties
acknowledge that any breach of this Agreement would give rise to irreparable harm for which monetary damages would not be an adequate
remedy and that, in addition to other rights or remedies, the parties shall be entitled to seek enforcement of any provision of
this Agreement by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent breaches
or threatened breaches of any of the provisions of this Agreement, without the necessity of proving the inadequacy of monetary
damages as a remedy.


 


Section
7.11     Submission to Jurisdiction. The parties hereby irrevocably submit to the exclusive
jurisdiction of the United States District Court for the Southern District of New York located in the borough of Manhattan in
the City of New York, or if such court does not have jurisdiction, the Supreme Court of the State of New York, New York County,
for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby.
Each of the parties hereto further agrees that service of any process, summons, notice or document by registered mail to such
party’s respective address set forth in Section 7.3 (or to such other address for notices as provided by such party
pursuant to Section 7.3) or in any other manner permitted by law shall be effective service of process for any action,
suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction as set forth above in the
immediately preceding sentence. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying
of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (i) the United
States District Court for the Southern District of New York or (ii) the Supreme Court of the State of New York, New York County,
and hereby further irrevocably and unconditionally waives and agrees not to please or claim in any such court that any such action,
suit or proceeding brought in any such court has been brought in an inconvenient forum.


 




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Section
7.12     Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY
WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY
OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES
AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND
HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED
TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.12.


 


Section
7.13     Counterparts. This Agreement may be executed in two or more counterparts (including
by facsimile or electronic submission via .pdf file), each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by
each of the parties and delivered (including by facsimile or electronic submission via .pdf file) to the other parties.


 


[Signature Pages Follow] 


 




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


 





	 	CORBUS PHARMACEUTICALS 
	 	HOLDINGS, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 







    	[Signatures Continue on the Next Page]



    	 



    

 


Voting Agreement


 


	 	By:	 
	 	Name:	
	 	 	 
	 	Address: