UNDERWRITING AGREEMENT between KIROMIC BIOPHARMA, INC. and THINKEQUITY A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Representative of the Several UnderwritersUnderwriting Agreement • June 25th, 2021 • Kiromic Biopharma, Inc. • Biological products, (no disgnostic substances) • New York
The undersigned, Kiromic BioPharma, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Kiromic BioPharma, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc., (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT TO PURCHASE COMMON STOCK KIROMIC BIOPHARMA, INC.Kiromic Biopharma, Inc. • July 13th, 2022 • Biological products, (no disgnostic substances)
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2022 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four and one-half year period from the 180 days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Kiromic Biopharma, Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
UNDERWRITING AGREEMENT between KIROMIC BIOPHARMA, INC. and THINKEQUITY LLC as Representative of the Several Underwriters KIROMIC BIOPHARMA, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • July 13th, 2022 • Kiromic Biopharma, Inc. • Biological products, (no disgnostic substances) • New York
The undersigned, Kiromic BioPharma, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Kiromic BioPharma, Inc., the (“Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGENT AGREEMENTWarrant Agent Agreement • July 13th, 2022 • Kiromic Biopharma, Inc. • Biological products, (no disgnostic substances) • New York
UNDERWRITING AGREEMENT between KIROMIC BIOPHARMA, INC. and THINKEQUITY A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Representative of the Several Underwriters KIROMIC BIOPHARMA, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 21st, 2020 • Kiromic Biopharma, Inc. • Biological products, (no disgnostic substances) • New York
The undersigned, Kiromic BioPharma, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Kiromic BioPharma, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc., (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
STANDBY EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • October 19th, 2022 • Kiromic Biopharma, Inc. • Biological products, (no disgnostic substances) • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of October 13, 2022 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and KIROMIC BIOPHARMA, INC., a company incorporated under the laws of the State of Delaware (the “Company”).
EXHIBIT D FORM OF INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 8th, 2020 • Kiromic Biopharma, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 7th day of September, 2019, by and among Kiromic, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and any other person that becomes a party to this Agreement in accordance with Section 6.9 hereof.
ContractNote and Security Agreement • January 11th, 2024 • Kiromic Biopharma, Inc. • Biological products, (no disgnostic substances) • New York
THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF OR UPON THE CONVERSION OF ACCRUED INTEREST AS FURTHER DESCRIBED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.
COMMON STOCK PURCHASE WARRANT KIROMIC BIOPHARMA, INC.Kiromic Biopharma, Inc. • July 13th, 2022 • Biological products, (no disgnostic substances) • New York
ContractKiromic Biopharma, Inc. • April 5th, 2024 • Biological products, (no disgnostic substances) • New York
THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF OR UPON THE CONVERSION OF ACCRUED INTEREST AS FURTHER DESCRIBED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.
PRE-FUNDED COMMON STOCK PURCHASE WARRANT KIROMIC BIOPHARMA, INC.Kiromic Biopharma, Inc. • July 13th, 2022 • Biological products, (no disgnostic substances) • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Kiromic BioPharma, Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EXHIBIT E FORM OF RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT-Sale Agreement • April 8th, 2020 • Kiromic Biopharma, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”), is made as of the 7th day of September, 2019 by and among Kiromic, Inc., a Delaware corporation (the “Company”), the Investors (as defined below) listed on Schedule A and the Key Holders (as defined below) listed on Schedule B.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 26th, 2020 • Kiromic Biopharma, Inc. • Biological products, (no disgnostic substances) • Texas
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), is effective as of the Company’s IPO date and between Kiromic Biopharma, Inc., a Delaware corporation (the “Company”), and Maurizio Chiriva-Internati (the “Executive”). Throughout the remainder of the Agreement, the Company and Executive may be individually referred to as a ‘party” or collectively referred to as “the parties.”
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 3rd, 2023 • Kiromic Biopharma, Inc. • Biological products, (no disgnostic substances) • Texas
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), is effective as of October 1, 2023 (the “Effective Date”) by and between Kiromic Biopharma, Inc., a Delaware corporation (the “Company”), and Brian Hungerford (the “Executive”). Throughout the remainder of the Agreement, the Company and Executive may be individually referred to as a ‘party” or collectively referred to as “the parties.”
EXCHANGE AGREEMENTExchange Agreement • July 19th, 2023 • Kiromic Biopharma, Inc. • Biological products, (no disgnostic substances) • New York
This Exchange Agreement (this “Agreement”), dated as of July 18, 2023, is made by and between Kiromic BioPharma, Inc., a Delaware corporation (the “Company”), and the holder of the Exchange Securities as set forth below (the “Holder”).
OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • February 16th, 2022 • Kiromic Biopharma, Inc. • Biological products, (no disgnostic substances) • Delaware
This INDEMNIFICATION AGREEMENT (“Agreement”) is made as of February 14, 2022 by and between Kiromic Biopharma, Inc., a Delaware corporation (the “Company”), and Dan Clark (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement, except this Agreement does not affect any prior agreements regarding the subject matter of this Agreement entered into in connection with Indemnitee’s role as a member of the Company’s Board of Directors (collectively, “Director Indemnification Agreements”), which shall remain in full force and effect pursuant to their terms.
CONFIDENTIAL INFORMATION, INVENTIONS, NON-SOLICITATION AND NON-COMPETITION AGREEMENTSolicitation and Non-Competition Agreement • February 16th, 2022 • Kiromic Biopharma, Inc. • Biological products, (no disgnostic substances) • Texas
In consideration of my employment by Kiromic Biopharma Inc., and its subsidiaries, parents, affiliates, successors and assigns (together, “Kiromic” or the “Company”) and the compensation now and later paid to me, I hereby enter into this Confidential Information, Inventions, Non Solicitation and Non Competition Agreement (the “Agreement”) and agree as follows:
ContractNote and Security Agreement • August 5th, 2024 • Kiromic Biopharma, Inc. • Biological products, (no disgnostic substances) • New York
THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF OR UPON THE CONVERSION OF ACCRUED INTEREST AS FURTHER DESCRIBED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.
KIROMIC BIOPHARMA, INC. DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • June 26th, 2020 • Kiromic Biopharma, Inc. • Biological products, (no disgnostic substances) • Delaware
This INDEMNIFICATION AGREEMENT (“Agreement”) is made as of , 2020 by and between Kiromic Biopharma, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
FOURTH AMENDMENT TO LEASE AGREEMENTFourth Amendment • May 11th, 2020 • Kiromic Biopharma, Inc. • Biological products, (no disgnostic substances)
THIS FOURTH AMENDMENT (the “Fourth Amendment “) is made and entered into as of the Effective Date set forth on the signature page (the “Effective Date”) by and between CAMBRIDGE PROPERTIES (herein referred to as “Lessor’’) and KIROMIC, LLC, (herein referred to as “Lessee”) on the following terms and conditions, and thus;
LICENSE AGREEMENT Between CGA 369 Intellectual Holdings, Inc. AND Kiromic, Inc.License Agreement • April 8th, 2020 • Kiromic Biopharma, Inc. • Biological products, (no disgnostic substances) • Texas
THIS LICENSE AGREEMENT is made and entered into as of September, 14, 2018, (hereinafter referred to as the “Effective Date”) by and among CGA 369 INTELLECETUAL HOLDINGS, INC., a California COmpany corporation with offices located at 325 Sharon Park Dr., Menlo Park, CA 94025 (hereinafter referred to as “INTELLECETUAL” or “LICENSOR”), and Kiromic, Inc. (hereinafter referred to as “COMPANY” or “LICENSEE”) a Delaware corporation having a principal place of business located at 7707 Fannin, Suite 140, Houston, Texas 77054.
Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT November 30th, 2020Exclusive License Agreement • January 29th, 2021 • Kiromic Biopharma, Inc. • Biological products, (no disgnostic substances) • Virginia
WHEREAS, under research programs funded by Longwood through research conducted by Dr. Amorette Barber, who has developed an invention pertaining to "T-cells expressing a chimeric- PD1- CD3zeta receptor reduce tumor burden in multiple murine syngeneic models of solid cancer" which is described and claimed in PCT/US2018/052799 and International publication number WO 2019/067504 as noted in Appendix A. The Company desires to acquire an exclusive license in the License Field to commercially develop and use the Technology covered by Patent Rights. Patent Rights shall mean the Valid Claims of the Patents (described in Appendix A) to the extent that Longwood is legally entitled to grant such rights. Longwood is willing to grant the Company the exclusive global license under the Patent Rights and the Know-How subject to the terms and conditions below;
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 7th, 2021 • Kiromic Biopharma, Inc. • Biological products, (no disgnostic substances) • Texas
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), is effective as of June 7, 2021 (the “Effective Date”) by and between Kiromic Biopharma, Inc., a Delaware corporation (the “Company”), and Mr. Ignacio Nunez (the “Executive”). Throughout the remainder of the Agreement, the Company and Executive may be individually referred to as a ‘party” or collectively referred to as “the parties.”
CONFIDENTIAL INFORMATION, INVENTIONS, NON-SOLICITATION AND NON-COMPETITION AGREEMENTNon-Competition Agreement • June 27th, 2022 • Kiromic Biopharma, Inc. • Biological products, (no disgnostic substances) • Texas
In consideration of my employment by Kiromic Biopharma Inc., and its subsidiaries, parents, affiliates, successors and assigns (together, “Kiromic” or the “Company”) and the compensation now and later paid to me, I hereby enter into this Employee Confidential Information, Inventions, Non Solicitation and Non-Competition Agreement (the “Agreement”) and agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • July 8th, 2021 • Kiromic Biopharma, Inc. • Biological products, (no disgnostic substances) • Texas
EMPLOYMENT AGREEMENT (this “Employment Agreement”), dated as of July 1, 2021 between Kiromic BioPharma, Inc., a Delaware corporation (the “Company”) and Michael Ryan, an individual (the “Executive”).
EXHIBIT F FORM OF VOTING AGREEMENTVoting Agreement • April 8th, 2020 • Kiromic Biopharma, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS VOTING AGREEMENT (this “Agreement”), is made and entered into as of this 7th day of September, 2019, by and among Kiromic, Inc., a Delaware corporation (the “Company”), each holder of the Series B Preferred Stock, $0.01 par value per share, of the Company (“Series B Preferred Stock” or “Preferred Stock”) listed on Schedule A (together with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to Subsections 6.1(a) or 6.2 below, the “Investors”), and those certain stockholders of the Company listed on Schedule B (together with any subsequent stockholders, or any transferees, who become parties hereto as “Key Holders” pursuant to Subsection 6.2 below, the “Key Holders,” and together collectively with the Investors, the “Stockholders”).
Modification to Employment AgreementKiromic Biopharma, Inc. • February 16th, 2022 • Biological products, (no disgnostic substances)
Reference is made to your Employment Agreement with Kiromic BioPharma, Inc. (the “Company”) dated January 1, 2020 (the “Employment Agreement”). You and the Company desire to modify certain terms of the Employment Agreement and, accordingly, agree to the following terms and conditions of this modification to the Employment Agreement (this “Modification”), effective as of today, February 9, 2022 (the “Effective Date”):
SIXTH AMENDMENT TO LEASE AGREEMENTLease Agreement • June 11th, 2021 • Kiromic Biopharma, Inc. • Biological products, (no disgnostic substances)
THIS SIXTH AMENDMENT (the “Sixth Amendment”) is made and entered into as of the Effective Date set forth on the signature page (the “Effective Date”) by and between CAMBRIDGE PROPERTIES (herein referred to as “Lessor”) and KIROMIC BIOPHARMA, INC, (herein referred to as “Lessee”) on the following terms and conditions, and thus;
NOTE PURCHASE AGREEMENTNote Purchase Agreement • January 26th, 2023 • Kiromic Biopharma, Inc. • Biological products, (no disgnostic substances) • Delaware
This Note Purchase Agreement, dated as of January __, 2023 (this “Agreement”), is entered into by and among Kiromic BioPharma, Inc., a Delaware corporation (the “Company”), and the investor party identified on the signature page hereof (the “Investor” or the “Holder”).
EXCHANGE AGREEMENTExchange Agreement • April 2nd, 2024 • Kiromic Biopharma, Inc. • Biological products, (no disgnostic substances) • New York
This Exchange Agreement (this “Agreement”), dated as of March 28, 2024, is made by and between Kiromic BioPharma, Inc., a Delaware corporation (the “Company”), and the holder of the Exchange Securities as set forth below (the “Holder”).
ContractNote and Security Agreement • June 27th, 2024 • Kiromic Biopharma, Inc. • Biological products, (no disgnostic substances) • New York
THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF OR UPON THE CONVERSION OF ACCRUED INTEREST AS FURTHER DESCRIBED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.
Corporate Address Fannin South Professional Building, Suite 140 Houston, Texas 77054Waiver and General Release Agreement • February 16th, 2022 • Kiromic Biopharma, Inc. • Biological products, (no disgnostic substances) • Texas
THIRD AMENDMENT TO LEASE AGREEMENTLease Agreement • April 8th, 2020 • Kiromic Biopharma, Inc. • Biological products, (no disgnostic substances)
THIS THIRD AMENDMENT (the “Third Amendment”) is made and entered into as of the Effective Date set forth on the signature page (the “Effective Date”) by and between CAMBRIDGE PROPERTIES (herein referred to as “Lessor’’) and KIROMIC, INC, (herein referred to as “Lessee”) on the following terms and conditions, and thus;
LEASE AGREEMENT FANNIN SOUTH PROFESSIONAL BUILDING BY AND BETWEEN TIMOTHY L. SHARMA D/B/A CAMBRIDGE PROPERTIES (“LESSOR”) AND KIROMIC, LLC (“LESSEE”)Lease Agreement • April 8th, 2020 • Kiromic Biopharma, Inc. • Biological products, (no disgnostic substances) • Texas
This Lease Agreement (this “Lease Agreement”) is made and entered into as of the Effective Date set forth on the signature page between TIMOTHY L. SHARMA D/B/A CAMBRIDGE PROPERTIES, (“Lessor”), and KIROMIC, LLC, a Texas limited liability company (“Lessee”).
Corporate AddressEmployment Agreement • June 26th, 2020 • Kiromic Biopharma, Inc. • Biological products, (no disgnostic substances)
