Exhibit 10.2


 


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights
Agreement (the “Agreement”) is made and entered into as of this 2nd day of June 2016 by and among Lion Biotechnologies,
Inc., a Nevada corporation (the “Company”), and the “Purchasers” named in that certain Securities Purchase
Agreement by and among the Company and the Purchasers (the “Purchase Agreement”). Capitalized terms used herein have
the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.


 


The parties hereby agree
as follows:


 


1.          Certain
Definitions.


 


As used in this Agreement,
the following terms shall have the following meanings:


 


“Commission”
means the U.S. Securities and Exchange Commission.


 


“Common Shares”
means the shares of Common Stock issued pursuant to the Purchase Agreement.


 


“Common Stock”
means the Company’s common stock, par value $0.000041666 per share, and any securities into which such shares may hereinafter
be reclassified.


 


“Preferred Shares”
means the shares of Series B Preferred Stock issued pursuant to the Purchase Agreement.


 


“Prospectus”
means (i) the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by
all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference
in such prospectus, and (ii) any “free writing prospectus” as defined in Rule 405 under the 1933 Act.


 


“Purchasers”
means the Purchasers identified in the Purchase Agreement and any Affiliate or permitted transferee of any Purchaser who is a subsequent
holder of any Registrable Securities.


 


“Register,”
“registered” and “registration” refer to a registration made by preparing and filing a Registration
Statement or similar document in compliance with the 1933 Act (as defined below), and the declaration or ordering of effectiveness
of such Registration Statement or document.


 


“Registrable Securities”
means (i) the Common Shares, (ii) the Underlying Shares, and (iii) any other securities issued or issuable with respect to or in
exchange for the Common Shares and Underlying Shares, whether by merger, charter amendment or otherwise, provided, that the Purchaser
has completed and delivered to the Company a Selling Stockholder Questionnaire; provided, further, that, a security shall cease
to be a Registrable Security upon (A) sale pursuant to a Registration Statement or Rule 144 under the 1933 Act, or (B) such security
becoming eligible for sale without restriction by the Purchasers pursuant to Rule 144.


 




     


     


    

 


“Registration
Statement” means any registration statement of the Company filed under the 1933 Act that covers the resale of any of
the Registrable Securities pursuant to the provisions of this Agreement, amendments and supplements to such Registration Statement,
including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement.


 


“Required Purchasers”
means the Purchasers holding a majority of the Registrable Securities.


 


“Selling Stockholder
Questionnaire” means a questionnaire in the form attached as Exhibit B hereto, or such other form of questionnaire
as may reasonably be adopted by the Company from time to time.


 


“Underlying Shares”
means the shares of Common Stock issued or issuable upon the conversion of the Preferred Shares.


 


“1933 Act”
means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


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


 


2.          Registration.


 


(a)          Registration
Statements.


 


(i)          Common
Share/Underlying Shares Registration Statements. Promptly following the closing of the purchase and sale of the securities
contemplated by the Purchase Agreement (the “Closing Date”) but no later than thirty (30)
days after the Closing Date, the Company shall prepare and file with the Commission an initial Registration Statement covering
the resale of the Common Shares. Promptly following the stockholders meeting contemplated by the Proxy Statement, but no later
than thirty (30) days after the stockholders meeting, the Company shall prepare and file with the Commission a second Registration
Statement covering the resale of the Underlying Shares. The Underlying Shares Registration Statement also shall cover pursuant
to Rule 416 such indeterminate number of additional shares of Common Stock due to an increase in the number of Underlying Shares
resulting from changes in the Conversion Price pursuant to the terms of the Certificate of Designation (the “Additional Shares”).
The 30th day following each of the Closing Date and the stockholders meeting is herein referred to as the
“Filing Deadline.” The foregoing Registration Statements shall be filed on Form S-1 (or, if Form S-1 is not then available
to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable
Securities). Subject to any Commission comments, each of the foregoing Registration Statements shall include the plan of distribution
attached hereto as Exhibit A; provided, however, that no Purchaser shall be named as an “underwriter” in such
Registration Statement without the Purchaser’s prior written consent. Neither of the Registration Statements shall include
any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Required
Purchasers. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness
thereof) shall be provided in accordance with Section 3(c) to the Purchasers and their counsel prior to its filing or other submission.
If either Registration Statement covering the Registrable Securities is not filed with the Commission on or prior to its respective
Filing Deadline, the Company will make pro rata payments to each Purchaser, as liquidated damages and not as a penalty, in an amount
equal to 1.0% of the aggregate amount invested by such Purchaser pursuant to the Purchase Agreement for each 30-day period or pro
rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable
Securities. Such payments shall be made to each Purchaser in cash no later than three (3) Business Days after the end of each 30-day
period.


 




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(ii)         S-3
Qualification. Promptly following the date (the “Qualification Date”) upon which the Company becomes eligible to
use a registration statement on Form S-3 to register the Registrable Securities for resale, but in no event more than thirty (30)
days after the Qualification Date (the “Qualification Deadline”), the Company shall file a registration statement on
Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to
the registration statement on Form S-1) (a “Shelf Registration Statement”) and shall use its best efforts to cause
such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement
covering the Registrable Securities is not filed with the Commission on or prior to the Qualification Deadline, the Company will
make pro rata payments to each Purchaser, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate
amount invested by such Purchaser pursuant to the Purchase Agreement attributable to those Registrable Securities that remain unsold
at that time for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement
should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional
Shares, as applicable. Such payments shall constitute the Purchasers’ exclusive monetary remedy for such events, but shall
not affect the right of the Purchasers to seek injunctive relief. Such payments shall be made to each Purchaser in cash no later
than three (3) Business Days after the end of each 30-day period.


 


(b)          Expenses.
The Company will pay all expenses associated with effecting the registration of the Registrable Securities, including filing and
printing fees, the Company’s counsel and accounting fees and expenses, costs associated with clearing the Registrable Securities
for sale under applicable state securities laws, listing fees, fees and expenses of one counsel to the Purchasers and the Purchasers’
reasonable expenses in connection with the registration, but excluding discounts, commissions, fees of underwriters, selling brokers,
dealer managers or similar securities industry professionals with respect to the Registrable Securities being sold.


 




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(c)          Effectiveness.


 


(i)          The
Company shall use its best efforts to have each Registration Statement declared effective as soon as practicable. The Company shall
notify the Purchasers by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after
any Registration Statement is declared effective and shall simultaneously provide the Purchasers with copies of any related Prospectus
to be used in connection with the sale or other disposition of the securities covered thereby. If either (A)(y) a Registration
Statement covering the Registrable Securities is not declared effective by the Commission prior to the earlier of (i) five (5)
Business Days after the Commission shall have informed the Company that no review of the Registration Statement will be made or
that the Commission has no further comments on the Registration Statement or (ii) the 90th calendar day after the earlier of (1)
the filing of the Registration Statement or (2) the Filing Deadline, or (z) a Shelf Registration Statement is not declared effective
by the Commission prior to the earlier of (i) five (5) Business Days after the Commission shall have informed the Company that
no review of the Registration Statement will be made or that the Commission has no further comments on the Registration Statement
or (ii) the 90th day after the Qualification Deadline, or (B) after a Registration
Statement has been declared effective by the Commission, sales cannot be made pursuant to such Registration Statement for any reason
(including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement),
but excluding the inability of any Purchaser to sell the Registrable Securities covered thereby due to market conditions, then
the Company will make pro rata payments to each Purchaser, as liquidated damages and not as a penalty, in an amount equal to 1.0%
of the purchase price paid by such Purchaser under the Purchase Agreement for the Registrable Shares then owned by the Purchaser,
for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have
been effective (the “Blackout Period”). The amounts payable as liquidated damages pursuant to this paragraph shall
be paid monthly within three (3) Business Days of the last day of each month following the commencement of the Blackout Period
until the termination of the Blackout Period. Such payments shall be made to each Purchaser in cash.


 


(ii)         For
not more than twenty (20) consecutive days or for a total of not more than thirty (30) 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 would be, in the good faith opinion of the Company, materially
detrimental to the Company and its stockholders 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 (an “Allowed Delay”); provided, that the Company shall promptly (a) notify
each Purchaser in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of a Purchaser)
disclose to such Purchaser any material non-public information giving rise to an Allowed Delay, (b) advise the Purchasers in writing
to cease all sales under the Registration Statement until the end of the Allowed Delay and (c) use its best efforts to terminate
an Allowed Delay as promptly as practicable.


 




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(d)          Rule
415; Cutback If at any time the Commission takes the position that the offering of some or all of the Registrable Securities
in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under
the 1933 Act or requires any Purchaser to be named as an “underwriter”, the Company shall use its best efforts to persuade
the Commission that the offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by
or on behalf of the issuer” as defined in Rule 415 and that none of the Purchasers is an “underwriter,” including
by using its best efforts to file amendments to the Registration Statement as required by the Commission, covering the maximum
number of Registrable Securities permitted to be registered by the Commission. The Purchasers shall have the right to participate
or have their counsel participate in any meetings or discussions with the Commission regarding the Commission’s position
and to comment or have their counsel comment on any written submission made to the Commission with respect thereto. No such written
submission shall be made to the Commission to which the Purchasers’ counsel reasonably objects. In the event that, despite
the Company’s best efforts and compliance with the terms of this Section 2(d), the Commission refuses to alter its position,
the Company shall first reduce or eliminate any securities to be included by any Person other than a Purchaser and, if any subsequent
reduction is necessary, (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back
Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities
as the Commission may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “Commission
Restrictions”); provided, however, that the Company shall not agree to name any Purchaser as an “underwriter”
in such Registration Statement without the prior written consent of such Purchaser. Any cut-back imposed on the Purchasers pursuant
to this Section 2(d) shall be allocated among the Purchasers on a pro rata basis and shall be applied first to any Underlying Shares,
unless the Commission Restrictions otherwise require or provide or the Purchasers otherwise agree. No liquidated damages shall
accrue as to any Cut Back Shares until such date as the Company is able to effect the registration of such Cut Back Shares in accordance
with any Commission Restrictions (such date, the “Restriction Termination Date” of such Cut Back Shares). From and
after the Restriction Termination Date applicable to any Cut Back Shares, all of the provisions of this Section 2 (including the
liquidated damages provisions) shall again be applicable to such Cut Back Shares; provided, however, that (i) the Filing Deadline
and the Qualification Deadline for the Registration Statement including such Cut Back Shares shall be ten (10) Business Days after
such Restriction Termination Date, and (ii) the date by which the Company is required to obtain effectiveness with respect to such
Cut Back Shares under Section 2(c) shall be the 90th day immediately after the Restriction Termination Date.


 


(e)          Right
to Piggyback Registration.


 


(i)          If
at any time following the date of this Agreement that any Registrable Securities remain outstanding (A) there is not one or more
effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register
any shares of Common Stock under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar
or successor form)) with respect to an offering of Common Stock by the Company for its own account or for the account of any of
its stockholders, it shall at each such time promptly give written notice to the holders of the Registrable Securities of its intention
to do so (but in no event less than thirty (30) days before the anticipated filing date) and, to the extent permitted under the
provisions of Rule 415 under the 1933 Act, include in such registration all Registrable Securities with respect to which the Company
has received written requests for inclusion therein within fifteen (15) days after receipt of the Company’s notice (a “Piggyback
Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number
of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such
Registrable Securities.


 




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(ii)         Notwithstanding
the foregoing, (A) if such registration involves an underwritten public offering, the Purchasers must sell their Registrable Securities
to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply
to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as
set forth in Section 2(b)) and subject to the Purchasers entering into customary underwriting documentation for selling stockholders
in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable
Securities pursuant to Section 2(e)(i) and prior to the effective date of the registration statement filed in connection with such
registration, the Company shall determine for any reason not to cause such registration statement to become effective under the
1933 Act, the Company shall deliver written notice to the Purchasers and, thereupon, shall be relieved of its obligation to register
any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 2(e)(ii)
shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation
to pay liquidated damages under this Section 2.


 


3.          Company
Obligations. The Company will use its best efforts to effect the registration of the Registrable Securities in accordance with
the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:


 


(a)          use
its best efforts to cause each Registration Statement to become effective and to remain continuously effective for a period that
will terminate upon the earlier of (i) the date on which all Registrable Securities covered by each Registration Statement as amended
from time to time, have been sold, and (ii) the date on which all Registrable Securities covered by each Registration Statement
may be sold without restriction pursuant to Rule 144 (the “Effectiveness Period”) and advise the Purchasers in writing
when the Effectiveness Period has expired;


 


(b)          prepare
and file with the Commission such amendments and post-effective amendments to each Registration Statement and the Prospectus as
may be necessary to keep the Registration Statement effective for the Effectiveness Period and to comply with the provisions of
the 1933 Act and the 1934 Act with respect to the distribution of all of the Registrable Securities covered thereby;


 


(c)          provide
copies to and permit counsel designated by the Purchasers to review each Registration Statement and all amendments and supplements
thereto no fewer than seven (7) days prior to their filing with the Commission and not file any document to which such counsel
reasonably objects;


 




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(d)          furnish
to the Purchasers and their legal counsel (i) promptly after the same is prepared and publicly distributed, filed with the Commission,
or received by the Company (but not later than two (2) Business Days after the filing date, receipt date or sending date, as the
case may be) one (1) copy of any Registration Statement and any amendment thereto, each preliminary prospectus and Prospectus and
each amendment or supplement thereto, and each letter written by or on behalf of the Company to the Commission or the staff of
the Commission, and each item of correspondence from the Commission or the staff of the Commission, in each case relating to such
Registration Statement (other than any portion of any thereof which contains information for which the Company has sought confidential
treatment), and (ii) such number of copies of a Prospectus, including a preliminary prospectus, and all amendments and supplements
thereto and such other documents as each Purchaser may reasonably request in order to facilitate the disposition of the Registrable
Securities owned by such Purchaser that are covered by the related Registration Statement;


 


(e)          use
its best efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) if such order is
issued, obtain the withdrawal of any such order at the earliest possible moment;


 


(f)          prior
to any public offering of Registrable Securities, use its best efforts to register or qualify or cooperate with the Purchasers
and their counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under
the securities or blue sky laws of such jurisdictions requested by the Purchasers and do any and all other commercially reasonable
acts or things necessary or advisable to enable the distribution in such jurisdictions of the Registrable Securities covered by
the Registration Statement; provided, however, that the
Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction
where it would not otherwise be required to qualify but for this Section 3(f), (ii) subject itself to general taxation in any jurisdiction
where it would not otherwise be so subject but for this Section 3(f), or (iii) file a general consent to service of process in
any such jurisdiction;


 


(g)          use
its best efforts to cause all Registrable Securities covered by a Registration Statement to be listed on each securities exchange,
interdealer quotation system or other market on which similar securities issued by the Company are then listed;


 


(h)          immediately
notify the Purchasers, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of
any event as a result of which, the Prospectus includes an untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing,
and promptly prepare, file with the Commission and furnish to such holder a supplement to or an amendment of such Prospectus as
may be necessary so that such 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 not misleading in light of the circumstances then existing;


 




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(i)          otherwise
use its best efforts to comply with all applicable rules and regulations of the Commission under the 1933 Act and the 1934 Act,
including, without limitation, Rule 172 under the 1933 Act, file any final Prospectus, including any supplement or amendment thereof,
with the Commission pursuant to Rule 424 under the 1933 Act, promptly inform the Purchasers in writing if, at any time during the
Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof, the Purchasers
are required to deliver a Prospectus in connection with any disposition of Registrable Securities and take such other actions as
may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder; and make available to its security
holders, as soon as reasonably practicable, but not later than the Availability Date (as defined below), an earnings statement
covering a period of at least twelve (12) months, beginning after the effective date of each Registration Statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the 1933 Act, including Rule 158 promulgated thereunder (for the purpose
of this subsection 3(i), “Availability Date” means the 45th day following the end of the fourth fiscal quarter that
includes the effective date of such Registration Statement, except that, if such fourth fiscal quarter is the last quarter of the
Company’s fiscal year, “Availability Date” means the 90th day after the end of such fourth fiscal quarter); and


 


(j)          With
a view to making available to the Purchasers the benefits of Rule 144 (or its successor rule) and any other rule or regulation
of the Commission that may at any time permit the Purchasers to sell shares of Common Stock to the public without registration,
the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined
in Rule 144, until the earlier of (A) six months after such date as all of the Registrable Securities may be sold without restriction
by the holders thereof pursuant to Rule 144 or any other rule of similar effect or (B) such date as all of the Registrable Securities
shall have been resold; (ii) file with the Commission in a timely manner all reports and other documents required of the Company
under the 1934 Act; and (iii) furnish to each Purchaser upon request, as long as such Purchaser owns any Registrable Securities,
(A) a written statement by the Company that it has complied with the reporting requirements of the 1934 Act, (B) a copy of the
Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may
be reasonably requested in order to avail such Purchaser of any rule or regulation of the Commission that permits the selling of
any such Registrable Securities without registration.


 


4.          Due
Diligence Review; Information. The Company shall make available, during normal business hours, for inspection and review by
the Purchasers, advisors to and representatives of the Purchasers (who may or may not be affiliated with the Purchasers and who
are reasonably acceptable to the Company), all financial and other records, all Commission Filings (as defined in the Purchase
Agreement) and other filings with the Commission, and all other corporate documents and properties of the Company as may be reasonably
necessary for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable
time period, to supply all such information reasonably requested by the Purchasers or any such representative, advisor or underwriter
in connection with each Registration Statement (including, without limitation, in response to all questions and other inquiries
reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of each Registration
Statement for the sole purpose of enabling the Purchasers and such representatives, advisors and underwriters and their respective
accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of each Registration
Statement.


 


The Company shall not disclose
material nonpublic information to the Purchasers, or to advisors to or representatives of the Purchasers, unless prior to disclosure
of such information the Company identifies such information as being material nonpublic information and provides the Purchasers,
such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review
and any Purchaser wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with
respect thereto.


 




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5.          Obligations
of the Purchasers.


 


(a)          Each
Purchaser agrees to furnish to the Company a completed Selling Stockholder Questionnaire not more than five (5) Business Days following
the date of this Agreement. At least ten (10) Business Days prior to the first anticipated filing date of a Registration Statement
for any registration under this Agreement, the Company will notify each Purchaser of the information the Company requires from
that Purchaser other than the information contained in the Selling Stockholder Questionnaire, if any, which shall be completed
and delivered to the Company promptly upon request and, in any event, within three (3) Business Days prior to the applicable anticipated
filing date. Each Purchaser further agrees that it shall not be entitled to be named as a selling securityholder in the Registration
Statements or use the Prospectus for offers and resales of Registrable Securities at any time, unless such Purchaser has returned
to the Company a completed and signed Selling Stockholder Questionnaire and a response to any requests for further information
as described in the previous sentence. If a Purchaser of Registrable Securities returns a Selling Stockholder Questionnaire or
a request for further information, in either case, after its respective deadline, the Company shall use its best efforts to take
such actions as are required to name such Purchaser as a selling security holder in the Registration Statement or any pre-effective
or post-effective amendment thereto and to include (to the extent not theretofore included) in the Registration Statement the Registrable
Securities identified in such late Selling Stockholder Questionnaire or request for further information. Each Purchaser acknowledges
and agrees that the information in the Selling Stockholder Questionnaire or request for further information as described in this
Section 5(a) will be used by the Company in the preparation of each Registration Statement and hereby consents to the inclusion
of such information in each Registration Statement.


 


(b)          Each
Purchaser, by its acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the
Company in connection with the preparation and filing of a Registration Statement hereunder, unless such Purchaser has notified
the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.


 


(c)          Each
Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant
to Section 2(c)(ii) or (ii) the happening of an event pursuant to Section 3(h) hereof, such Purchaser will immediately discontinue
disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Purchaser
is advised by the Company that such dispositions may again be made.


 




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6.          Indemnification.


 


(a)          Indemnification
by the Company. The Company will indemnify and hold harmless each Purchaser and its officers, directors, members, employees
and agents, successors and assigns, and each other person, if any, who controls such Purchaser within the meaning of the 1933 Act,
against any losses, claims, damages or liabilities, joint or several, to which they may become subject under the 1933 Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon: (i) any
untrue statement or alleged untrue statement or omission or alleged omission of any material fact contained in any Registration
Statement, any preliminary Prospectus or final Prospectus, or any amendment or supplement thereof; (ii) any blue sky application
or other document executed by the Company specifically for that purpose or based upon written information furnished by the Company
filed in any state or other jurisdiction in order to qualify any or all of the Registrable Securities under the securities laws
thereof (any such application, document or information herein called a “Blue Sky Application”); (iii) the omission
or alleged omission to state in a Blue Sky Application a material fact required to be stated therein or necessary to make the statements
therein not misleading; (iv) any violation by the Company or its agents of any rule or regulation promulgated under the 1933 Act
applicable to the Company or its agents and relating to action or inaction required of the Company in connection with such registration;
or (v) any failure to register or qualify the Registrable Securities included in any such Registration Statement in any state where
the Company or its agents has affirmatively undertaken or agreed in writing that the Company will undertake such registration or
qualification on a Purchaser’s behalf and will reimburse such Purchaser, and each such officer, director or member and each
such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending
any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any
such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement
or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Purchaser
or any such controlling person in writing specifically for use in such Registration Statement or Prospectus.


 


(b)          Indemnification
by the Purchasers. Each Purchaser agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent
permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within
the meaning of the 1933 Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees)
resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in each Registration
Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein
not misleading, to the extent, but only to the extent that such untrue statement or omission is contained in any information furnished
in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment
or supplement thereto. In no event shall the liability of a Purchaser, when combined with the amounts paid or payable by such Purchaser
pursuant to Section 6(d), be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Purchaser
in connection with any claim relating to this Section 6 and the amount of any damages such Purchaser has otherwise been required
to pay by reason of such untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities included
in the Registration Statement giving rise to such indemnification obligation.


 




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(c)          Conduct
of Indemnification Proceedings. Any person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying
party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense
of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification
hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses
of such counsel shall be at the expense of such person unless (a) the indemnifying party has agreed to pay such fees or expenses,
or (b) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory
to such person or (c) in the reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest
exists between such person and the indemnifying party with respect to such claims (in which case, if the person notifies the indemnifying
party in writing that such person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying
party shall not have the right to assume the defense of such claim on behalf of such person); and provided, further,
that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations
hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the
defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding
in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified
parties. No indemnifying party will, except with the consent of the indemnified party, consent to entry of any judgment or enter
into any settlement that 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.


 


(d)          Contribution.
If for any reason the indemnification provided for in the preceding paragraphs (a) and (b) is unavailable to an indemnified party
or insufficient to hold it harmless, other than as expressly specified therein, then the indemnifying party shall contribute to
the amount paid or payable by the indemnified party as a result of such loss, claim, damage or liability in such proportion as
is appropriate to reflect the relative fault of the indemnified party and the indemnifying party, as well as any other relevant
equitable considerations. No person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the 1933 Act
shall be entitled to contribution from any person not guilty of such fraudulent misrepresentation. In no event shall the contribution
obligation of a holder, when combined with the amounts paid or payable by such holder pursuant to Section 6(b), of Registrable
Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such holder in connection with
any claim relating to this Section 6 and the amount of any damages such holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities
giving rise to such contribution obligation.


 


7.          Miscellaneous.


 


(a)          Amendments
and Waivers. This Agreement may be amended only by a writing signed by the Company and the Required Purchasers. The Company
may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company shall
have obtained the written consent to such amendment, action or omission to act, of the Required Purchasers.


 




    	 	-11-	 



     


    

 


(b)          Notices.
All notices and other communications provided for or permitted hereunder shall be made as set forth in Section 7.5 of the Purchase
Agreement.


 


(c)          Assignments
and Transfers by Purchasers. The provisions of this Agreement shall be binding upon and inure to the benefit of the Purchasers
and their respective successors and assigns. An Purchaser may transfer or assign, in whole or from time to time in part, to one
or more persons its rights hereunder in connection with the transfer of Registrable Securities by such Purchaser to such person,
provided that such Purchaser complies with all laws applicable thereto and provides written notice of assignment to the Company
promptly after such assignment is effected.


 


(d)          Assignments
and Transfers by the Company. This Agreement may not be assigned by the Company (whether by operation of law or otherwise)
without the prior written consent of the Required Purchasers, provided, however, that in the event that the Company is a party
to a merger, consolidation, share exchange or similar business combination transaction in which the Common Stock is converted into
the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of
such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed
to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received by
the Purchasers in connection with such transaction unless such securities are otherwise freely tradable by the Purchasers after
giving effect to such transaction.


 


(e)          Benefits
of the Agreement. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective
permitted successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities
under or by reason of this Agreement, except as expressly provided in this Agreement.


 


(f)           Counterparts;
Faxes. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. This Agreement may also be executed via facsimile, which shall be deemed
an original.


 


(g)          Titles
and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.


 


(h)          Severability.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted
as if it were written so as to be enforceable to the maximum extent permitted by applicable law, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereby waive any provision of law which renders any provisions hereof prohibited or unenforceable
in any respect.


 




    	 	-12-	 



     


    

 


(i)           Further
Assurances. The parties shall execute and deliver all such further instruments and documents and take all such other actions
as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements
herein contained.


 


(j)           Entire
Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein.
This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.


 


(k)          Governing
Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with,
the internal laws of the State of New York without regard to the choice of law principles thereof. Each of the parties hereto irrevocably
submits to the exclusive jurisdiction of the United States District Court sitting in the Southern District of New York and the
courts of the State of New York located in the City of New York, for the purpose of any suit, action, proceeding or judgment relating
to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit,
action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving
of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such
suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the
laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit,
action or proceeding brought in any such court has been brought in an inconvenient forum.  EACH OF THE PARTIES HERETO WAIVES
ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED
SPECIFICALLY AS TO THIS WAIVER.


 


(l)           No
Inconsistent Agreements. Neither the Company nor any of its subsidiaries has entered, as of the date hereof, nor shall the
Company or any of its subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities,
that would have the effect of impairing the rights granted to the Purchasers in this Agreement or otherwise conflicts with the
provisions hereof. Neither the Company nor any of its subsidiaries has previously entered into any agreement granting any registration
rights with respect to any of its securities to any Person that have not been satisfied in full.


 


(m)         Independent
Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser hereunder are several and not joint with
the obligations of any other Purchaser hereunder, and no Purchaser shall be responsible in any way for the performance of the obligations
of any other Purchaser hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and
no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an
association, a joint venture or any other kind of group or entity, or create a presumption that the Purchasers are in any way acting
in concert or as a group or entity with respect to such obligations or the transactions contemplated by this Agreement or any other
matters, and the Company acknowledges that the Purchasers are not acting in concert or as a group, and the Company shall not assert
any such claim, with respect to such obligations or transactions. Each Purchaser shall be entitled to 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. The use of a single agreement with respect to the obligations
of the Company contained was solely in the control of the Company, not the action or decision of any Purchaser, and was done solely
for the convenience of the Company and not because it was required or requested to do so by any Purchaser. It is expressly understood
and agreed that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the
Company and the Purchasers collectively and not between and among Purchasers.


 




    	 	-13-	 



     


    

 


IN WITNESS WHEREOF, the
parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first above
written.


 


	The Company:	LION BIOTECHNOLOGIES, INC.
	 	 
	 	By:	                    
	 	Name:
	 	Title:


 


[Company signature page to Registration Rights
Agreement]


 




    	 	-14-	 



     


    

 


	The Purchasers:	 
	 	 
	 	By:	                     
	 	Name:
	 	Title:
	 	 
	 	[other Purchasers]


 


[Purchaser signature page to Registration
Rights Agreement]


 




     


     


    

 


Exhibit A


 


Plan of Distribution


 


The selling stockholders,
which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock or interests
in shares of common stock received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership
distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common
stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or
in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices
related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.


 


The selling stockholders
may use any one or more of the following methods when disposing of shares or interests therein:


 


		-	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;



 


		-	block trades in which the broker-dealer will attempt to sell the shares as agent, but may position
and resell a portion of the block as principal to facilitate the transaction;



 


		-	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;



 


		-	an exchange distribution in accordance with the rules of the applicable exchange;



 


		-	privately negotiated transactions;



 


		-	short sales effected after the date the registration statement of which this Prospectus is a part
is declared effective by the Commission;



 


		-	through the writing or settlement of options or other hedging transactions, whether through an
options exchange or otherwise;



 


		-	broker-dealers may agree with the selling stockholders to sell a specified number of such shares
at a stipulated price per share;



 


		-	a combination of any such methods of sale; and



 


		-	any other method permitted by applicable law.



 


The selling stockholders
may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if
they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of
common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other
applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other
successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer the shares of
common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling
beneficial owners for purposes of this prospectus.


 




     


     


    

 


In connection with the
sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions
they assume. The selling stockholders may also sell shares of our common stock short and deliver these securities to close out
their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling
stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation
of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares
offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus
(as supplemented or amended to reflect such transaction).


 


The aggregate proceeds
to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less
discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents
from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents.
We will not receive any of the proceeds from this offering. Upon any exercise of the warrants by payment of cash, however, we will
receive the exercise price of the warrants.


 


The selling stockholders
also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act of
1933, provided that they meet the criteria and conform to the requirements of that rule.


 


The selling stockholders
and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests therein may be "underwriters"
within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale
of the shares may be underwriting discounts and commissions under the Securities Act. Selling stockholders who are "underwriters"
within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities
Act.


 


To the extent required,
the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase prices and public offering
prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer
will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement
that includes this prospectus.


 


In order to comply with
the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered
or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified
for sale or an exemption from registration or qualification requirements is available and is complied with.


 




     


     


    

 


We have advised the selling
stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market
and to the activities of the selling stockholders and their affiliates. In addition, to the extent applicable we will make copies
of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders for the purpose
of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer
that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under
the Securities Act.


 


We have agreed to indemnify
the selling stockholders against liabilities, including liabilities under the Securities Act and state securities laws, relating
to the registration of the shares offered by this prospectus.


 


We have agreed with the
selling stockholders to keep the registration statement of which this prospectus constitutes a part effective until the earlier
of (1) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration
statement or (2) the date on which all of the shares may be sold without restriction pursuant to Rule 144 of the Securities Act.


 




     


     


    

 


Exhibit
B


 


SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE


 


The undersigned holder of shares of the common stock, par value
0.000041666 per share of Lion Biotechnologies, Inc. (the “Company”) issued pursuant to a certain Securities
Purchase Agreement by and among the Company and the Purchasers named therein, dated as of June 2, 2016, understands that the Company
intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Resale Registration
Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities
Act”), of the Registrable Securities in accordance with the terms of a certain Registration Rights Agreement by and among
the Company and the Purchasers named therein, dated as of June 2, 2016 (the “Agreement”). All capitalized terms
not otherwise defined herein shall have the meanings ascribed thereto in the Agreement.


 


In order to sell or otherwise dispose of any Registrable Securities
pursuant to the Resale Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling
stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver
the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by
the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver
this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities
who do not complete, execute and return this Notice and Questionnaire within five (5) Trading Days following the date of the Agreement
(1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus
for resales of Registrable Securities.


 


Certain legal consequences arise from being named as a selling stockholder
in the Resale Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities
law counsel regarding the consequences of being named or not named as a selling stockholder in the Resale Registration Statement
and the Prospectus.


 


NOTICE


 


The undersigned holder (the “Selling Stockholder”)
of Registrable Securities hereby gives notice to the Company of its intention to sell or otherwise dispose of Registrable Securities
owned by it and listed below in Item (3), unless otherwise specified in Item (3), pursuant to the Resale Registration Statement.
The undersigned, by signing and returning this Notice and Questionnaire, understands and agrees that it will be bound by the terms
and conditions of this Notice and Questionnaire and the Agreement.


 


The undersigned hereby provides the following information to the
Company and represents and warrants that such information is accurate and complete:


 




     


     


    

 


QUESTIONNAIRE


 


	a)	Name:
	 	 
	 	(1)	Full Legal Name of Selling Stockholder:
	 	 	 
	 	 	 
	 	 	 
	 	(2)	Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities Listed in Item 3 below are held:
	 	 	 
	 	 	 
	 	 	 
	 	(3)	Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by the questionnaire):
	 	 	 
	b)	Address for Notices to Selling Stockholder:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	Telephone: ________________________________________________________________________
	 	 	Fax: _____________________________________________________________________________
	 	 	Contact Person: ___________________________________________________________________
	 	 	E-mail address of Contact Person: _____________________________________________________
	 	 	 
	c)	Beneficial Ownership of Registrable Securities Issuable Pursuant to the Purchase Agreement:
	 	 	 
	 	(1)	Type and Number of Registrable Securities beneficially owned and issued pursuant to the Agreement:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	(2)	Number of shares of Common Stock to be registered pursuant to this Notice for resale:
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 




     


     


    

 


	d)	Broker-Dealer Status:
	 	 	 
	 	(1)	Are you a broker-dealer?
	 	 	 
	 	 	Yes  ̈ No  ̈
	 	 	 
	 	(2)	If “yes” to Section 4(a), did you receive your Registrable Securities as compensation for investment banking services to the Company?
	 	 	 
	 	 	Yes  ̈ No  ̈
	 	 	 
	 	 	Note:   If no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
	 	 	 
	 	(3)	Are you an affiliate of a broker-dealer?
	 	 	 
	 	 	Yes  ̈ No  ̈
	 	 	 
	 	Note:	If yes, provide a narrative explanation below:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	(4)	If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?
	 	 	 
	 	 	Yes  ̈ No  ̈
	 	 	 
	 	 	Note:   If no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
	 	 	 
	e)	Beneficial Ownership of Other Securities of the Company Owned by the Selling Stockholder.
	 	 
	 	Except as set forth below in this Item 5, the undersigned is not the beneficial or registered owner of any securities of the Company other than the Registrable Securities listed above in Item 3.
	 	 
	 	Type and amount of other securities beneficially owned:
	 	 
	 	 
	 	 


 




     


     


    

 


	f)	Relationships with the Company:
	 	 
	 	Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.
	 	 
	 	State any exceptions here:
	 	 
	 	 
	 	 
	 	 
	 	 
	g)	Plan of Distribution:
	 	 
	 	The undersigned has reviewed the form of Plan of Distribution attached as Annex A to the Registration Rights Agreement, and hereby confirms that, except as set forth below, the information contained therein regarding the undersigned and its plan of distribution is correct and complete.
	 	 
	 	State any exceptions here:
	 	 
	 	 
	 	 


 


***********


 


The undersigned agrees to promptly notify the
Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof and prior
to the effective date of any applicable Resale Registration Statement. All notices hereunder and pursuant to the Agreement shall
be made in writing, by hand delivery, confirmed or facsimile transmission, first-class mail or air courier guaranteeing overnight
delivery at the address set forth below. In the absence of any such notification, the Company shall be entitled to continue to
rely on the accuracy of the information in this Notice and Questionnaire.


 


By signing below, the undersigned consents
to the disclosure of the information contained herein in its answers to Items (1) through (7) above and the inclusion of such information
in the Resale Registration Statement and the Prospectus. The undersigned understands that such information will be relied upon
by the Company in connection with the preparation or amendment of any such Registration Statement and the Prospectus.


 


By signing below, the undersigned acknowledges
that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules
and regulations thereunder, particularly Regulation M in connection with any offering of Registrable Securities pursuant to the
Resale Registration Statement. The undersigned also acknowledges that it understands that the answers to this Questionnaire are
furnished for use in connection with Registration Statements filed pursuant to the Registration Rights Agreement and any amendments
or supplements thereto filed with the Commission pursuant to the Securities Act.


 




     


     


    

 


I confirm that, to the best of my knowledge
and belief, the foregoing statements (including without limitation the answers to this Questionnaire) are correct.


 


IN WITNESS WHEREOF the undersigned, by authority
duly given, has caused this Questionnaire to be executed and delivered either in person or by its duly authorized agent.


 


	Dated:	___________________, 2016	 	BENEFICIAL OWNER
	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	Name:
	 	 	 	 	Title: