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.
EXHIBIT E FORM OF RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-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.
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.
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”).
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”).
CONSULTING AGREEMENTConsulting Agreement • April 8th, 2020 • Kiromic Biopharma, Inc. • Biological products, (no disgnostic substances) • Texas
Kiromic, Inc, a Delaware corporation (the “Company”), is pleased to this offer to this Consulting Agreement (this “Agreement”) to retain Gianluca Rotino (“Consultant”) to perform certain consulting activities as described below on the following terms:
ContractLicense Agreement • April 8th, 2020 • Kiromic Biopharma, Inc. • Biological products, (no disgnostic substances)
[*] 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.
SERIES B PREFERRED STOCK PURCHASE AGREEMENT among KIROMIC, INC. a Delaware corporation and THE INVESTORS NAMED IN EXHIBIT A dated as of September 7, 2019Stock Purchase Agreement • April 8th, 2020 • Kiromic Biopharma, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS SERIES B PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of the day of , 2019 by and among Kiromic, Inc., a Delaware corporation (the “Company”), the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).
Certain information in this document has been omitted from this exhibit because it is both (i) not material and EXCLUSIVE LICENSE AGREEMENT March 25, 2020Exclusive License Agreement • April 8th, 2020 • Kiromic Biopharma, Inc. • Biological products, (no disgnostic substances) • Virginia
THIS AGREEMENT (“Agreement”) is effective as of March 25, 2020 (“Effective Date”), by and between Longwood University (“Longwood”) and Kiromic Biopharma, Inc, a (DELAWARE) corporation, with its principal place of business located at 7707 Fannin St Suite 140, Houston, TX 77054 (“Company”).
CONSULTING AGREEMENTConsulting Agreement • April 8th, 2020 • Kiromic Biopharma, Inc. • Biological products, (no disgnostic substances) • Texas
Kiromic, Inc, a Delaware corporation (the “Company”), is pleased to this offer to this Consulting Agreement (this “Agreement”) to retain Scott Dahlbeck, MD (“Consultant”) to perform certain consulting activities as described below on the following terms:
KIROMIC, INC. CONVERTIBLE PROMISSORY NOTEConvertible Note • April 8th, 2020 • Kiromic Biopharma, Inc. • Biological products, (no disgnostic substances) • Delaware
This Note has been issued pursuant to that certain Note Purchase Agreement, dated as of June 10, 2017, as may be amended from time to time (the “Purchase Agreement”), by and among the Company, the original holder of this Note and other purchasers of Notes, and is subject to, and incorporates, the provisions of the Purchase Agreement.
EXHIBIT E STOCKHOLDERS’ AGREEMENTStockholders' Agreement • April 8th, 2020 • Kiromic Biopharma, Inc. • Biological products, (no disgnostic substances) • Delaware
This Stockholders’ Agreement (this “Agreement”) is made and entered into as of May 27, 2016 by and among Kiromic, Inc., a Delaware corporation (the “Company”) and the parties listed on Exhibit A attached hereto (the “Stockholders”).
LICENSE AGREEMENT Between MERCER UNIVERSITY and KIROMIC, INC.License Agreement • April 8th, 2020 • Kiromic Biopharma, Inc. • Biological products, (no disgnostic substances) • New York
THIS LICENSE AGREEMENT is made and entered into as of the 1st day of December, 2016, (hereinafter referred to as the ‘“Effective Date”) by and among MERCER UNIVERSITY, a nonprofit Georgia corporation with offices located at 1501 Mercer University Drive, Macon, GA 31201: (hereinafter referred to as “MERCER” 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.
