pirs_exhibit-103v1






                                                              Option No.________                         PIERIS PHARMACEUTICALS, INC.                         Non-Qualified Stock Option Grant Notice    1.    Name and Address of Participant:    Hitto Kaufmann, Ph.D.                                            Stuttgarter Strasse 77                                            70469 Stuttgart, Germany    2.    Date of Option Grant:                August 30, 2019      3.    Maximum Number of Shares for         which this Option is exercisable:   300,000      4.    Exercise (purchase) price per share:  $4.65      5.    Option Expiration Date:             August 30, 2029      6.    Vesting Start Date:                 August 30, 2019      7.    Vesting Schedule:  This Option shall become exercisable (and the Shares issued upon         exercise shall be vested) as follows provided the Participant is an Employee of the         Company or of an Affiliate on the applicable vesting date:            The option vests as to 25% of the Shares on August 30, 2020 and vests as to an         additional 6.25% of the Shares at the end of each calendar quarter beginning on         December 31, 2020 and continuing thereafter until fully vested.                  Notwithstanding the foregoing, in the event of a Covered Termination during a Change of   Control Period (each as defined in the offer letter dated January 21, 2019 from the Company to the   Participant and exhibits thereto (the “Offer Letter”)) the vesting of the Option shall be accelerated   in accordance with the terms and provisions of the Offer Letter.                  The foregoing rights are cumulative and are subject to the other terms and conditions of   this Agreement.                                     [Remainder of page intentionally left blank]                                                                        





 






              The Company and the Participant acknowledge receipt of this Stock Option Grant Notice  and agree to the terms of the Stock Option Agreement attached hereto, and the terms of this Option  Grant as set forth above.                                            PIERIS PHARMACEUTICALS, INC.                                              By:   /s/ Allan Reine                                                          Name:  Allan Reine                                                              Title: Chief Financial Officer                                               /s/ Dr. Hitto Kaufmann                                             Participant   90727525v.5 





 






                      PIERIS PHARMACEUTICALS, INC.                                                           NON-QUALIFIED STOCK OPTION AGREEMENT           AGREEMENT made as of the date of grant set forth in the Stock Option Grant Notice by  and between Pieris Pharmaceuticals, Inc. (the “Company”), a Nevada corporation, and the  individual whose name appears on the Stock Option Grant Notice (the “Participant”).          WHEREAS, the Company desires to grant to the Participant an Option to purchase shares  of its common stock, $0.001 par value per share (the “Shares”) as an inducement material to the  Participant’s entering into employment as Senior Vice President and Chief Scientific Officer of  the Company, effective August 30, 2019 (the “Vesting Start Date”), in accordance with the terms  of an offer letter from the Company dated January 21, 2019; and          WHEREAS, the Company and the Participant each intend that the Option granted herein  shall be a non-qualified stock option.          NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and  for other good and valuable consideration, the parties hereto agree as follows:          1.    DEFINITIONS.          Unless otherwise specified or unless the context otherwise requires, the following terms,  as used in this Agreement, have the following meanings:                      Administrator means the Board of Directors, unless it has delegated power to act              on its behalf to the Committee, in which case the term Administrator means the             Committee.               Affiliate means a corporation which, for purposes of Section 424 of the Code, is a              parent or subsidiary of the Company, direct or indirect.               Board of Directors means the Board of Directors of the Company.               Cause means, with respect to a Participant: (a) dishonesty with respect to the              Company or any Affiliate, (b) insubordination, substantial malfeasance or              non-feasance of duty, (c) unauthorized disclosure of confidential information,              (d) breach by a Participant of any provision of any employment, consulting,              advisory, nondisclosure, non-competition or similar agreement between the              Participant and the Company or any Affiliate, and (e) conduct substantially              prejudicial to the business of the Company or any Affiliate; provided, however, that              any provision in an agreement between a Participant and the Company or an              Affiliate, which contains a conflicting definition of Cause for termination and              which is in effect at the time of such termination, shall supersede this definition              with respect to that Participant.  The determination of the Administrator as to the              existence of Cause will be conclusive on the Participant and the Company.                                            





 






            Code means the United States Internal Revenue Code of 1986, as amended,              including any successor statute, regulation and guidance thereto.               Committee means the committee of the Board of Directors to which the Board of              Directors has delegated power to act, the composition of which shall at all times             satisfy the provisions of Section 162(m) of the Code.               Disability or Disabled means permanent and total disability as defined in Section              22(e)(3) of the Code.               Director means any member of the Board of Directors.               Employee means any employee of the Company or of an Affiliate (including,              without limitation, an employee who is also serving as an officer or director of the              Company or of an Affiliate).               Exchange Act means the Securities Exchange Act of 1934, as amended.               Fair Market Value of a Share of common stock means:               If the common stock is listed on a national securities exchange or traded in the              over-the-counter market and sales prices are regularly reported for the common              stock, the closing or, if not applicable, the last price of the common stock on the              composite tape or other comparable reporting system for the trading day on the              applicable date and if such applicable date is not a trading day, the last market              trading day prior to such date;                If the common stock is not traded on a national securities exchange but is traded on              the over-the-counter market, if sales prices are not regularly reported for the              common stock for the trading day referred to in clause (1), and if bid and asked             prices for the common stock are regularly reported, the mean between the bid and             the asked price for the common stock at the close of trading in the over-the-counter             market for the trading day on which common stock was traded on the applicable             date and if such applicable date is not a trading day, the last market trading day             prior to such date; and              If the common stock is neither listed on a national securities exchange nor traded             in the over-the-counter market, such value as the Administrator, in good faith, shall             determine in compliance with applicable laws.               Non-Qualified Option means an option which is not intended to qualify as an              incentive stock option under Section 422 of the Code.               Option means a Non-Qualified Option granted as an inducement award under              NASDAQ Listing Rule 5635(c)(4).               Securities Act means the Securities Act of 1933, as amended.    90727525v.5 





 






             Shares means shares of the Company’s common stock, $0.001 par value per share.                Survivor means a deceased Participant’s legal representatives and/or any person or               persons who acquired the Participant’s rights to a Stock Right by will or by the laws               of descent and distribution.          2.    GRANT OF OPTION.                  The Company hereby grants to the Participant the right and option to purchase all   or any part of an aggregate of the number of Shares set forth in the Stock Option Grant Notice, on   the terms and conditions and subject to all the limitations set forth herein and under United States   securities and tax laws.            3.    EXERCISE PRICE.                  The exercise price of the Shares covered by the Option shall be the amount per   Share set forth in the Stock Option Grant Notice, subject to adjustment, as provided in Section 10,   in the event of a stock split, reverse stock split or other events affecting the holders of Shares after   the date hereof (the “Exercise Price”).  Payment shall be made in accordance with Section 6 of this   Agreement.            4.    EXERCISABILITY OF OPTION.                  Subject to the terms and conditions set forth in this Agreement, the Option granted   hereby shall become vested and exercisable as set forth in the Stock Option Grant Notice and is   subject to the other terms and conditions of this Agreement.                        5.    TERM OF OPTION.                  This Option shall terminate on the Option Expiration Date as specified in the Stock   Option Grant Notice, but shall be subject to earlier termination as provided herein.                  If the Participant ceases to be an Employee of the Company or of an Affiliate for  any reason other than the death or Disability of the Participant, or termination of the Participant  for Cause (the “Termination Date”), the Option to the extent then vested and exercisable pursuant  to Section 4 hereof as of the Termination Date, and not previously terminated in accordance with  this Agreement, may be exercised within three months after the Termination Date, or on or prior  to the Option Expiration Date as specified in the Stock Option Grant Notice, whichever is earlier,  but may not be exercised thereafter except as set forth below.  In such event, the unvested portion  of the Option shall not be exercisable and shall expire and be cancelled on the Termination Date.                Notwithstanding the foregoing, in the event of the Participant’s Disability or death  within three months after the Termination Date, the Participant or the Participant’s Survivors may  exercise the Option within one year after the Termination Date, but in no event after the Option  Expiration Date as specified in the Stock Option Grant Notice.       90727525v.5 





 






             In the event the Participant’s service is terminated by the Company or an Affiliate   for Cause, the Participant’s right to exercise any unexercised portion of this Option even if vested   shall cease immediately as of the time the Participant is notified his or her service is terminated   for Cause, and this Option shall thereupon terminate.  Notwithstanding anything herein to the   contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the   Administrator determines that, either prior or subsequent to the Participant’s termination, the   Participant engaged in conduct which would constitute Cause, then the Participant shall   immediately cease to have any right to exercise the Option and this Option shall thereupon   terminate.                  In the event of the Disability of the Participant, , the Option shall be exercisable   within one year after the Participant’s termination of due to Disability or, if earlier, on or prior to   the Option Expiration Date as specified in the Stock Option Grant Notice.  In such event, the   Option shall be exercisable:                  (a)   to the extent that the Option has become exercisable but has not been                     exercised as of the date of the Participant’s termination of service due to                     Disability; and                  (b)   in the event rights to exercise the Option accrue periodically, to the extent                     of a pro rata portion through the date of the Participant’s termination of                     service due to Disability of any additional vesting rights that would have                     accrued on the next vesting date had the Participant not become Disabled.                      The proration shall be based upon the number of days accrued in the current                     vesting period prior to the date of the Participant’s termination of service                     due to Disability.                In the event of the death of the Participant while an Employee of the Company or  of an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one year after  the date of death of the Participant or, if earlier, on or prior to the Option Expiration Date as  specified in the Stock Option Grant Notice.  In such event, the Option shall be exercisable:                (x)   to the extent that the Option has become exercisable but has not been                    exercised as of the date of death; and                (y)   in the event rights to exercise the Option accrue periodically, to the extent                    of a pro rata portion through the date of death of any additional vesting                    rights that would have accrued on the next vesting date had the Participant                    not died.  The proration shall be based upon the number of days accrued in                    the current vesting period prior to the Participant’s date of death.           6.    METHOD OF EXERCISING OPTION.                        Subject to the terms and conditions of this Agreement, the Option may be exercised   by written notice to the Company or its designee, in substantially the form of Exhibit A attached   hereto (or in such other form acceptable to the Company, which may include electronic notice).      90727525v.5 





 






 Such notice shall state the number of Shares with respect to which the Option is being exercised  and shall be signed by the person exercising the Option (which signature may be provided  electronically in a form acceptable to the Company).  Payment of the Exercise Price for such  Shares shall be made (a) in United States dollars in cash or by check, or (b) at the discretion of the  Board of Directors of the Company or, if applicable, a Committee of the Board of Directors,  through delivery of shares of Common Stock having a Fair Market Value (as defined below) equal  as of the date of the exercise to the cash exercise price of the Option and held for at least six  months, or (c) in accordance with a cashless exercise program established with a securities.  The   Company shall deliver such Shares as soon as practicable after the notice shall be received,   provided, however, that the Company may delay issuance of such Shares until completion of any   action or obtaining of any consent, which the Company deems necessary under any applicable law   (including, without limitation, state securities or “blue sky” laws).  The Shares as to which the   Option shall have been so exercised shall be registered in the Company’s share register in the name   of the person so exercising the Option (or, if the Option shall be exercised by the Participant and   if the Participant shall so request in the notice exercising the Option, shall be registered in the   Company’s share register in the name of the Participant and another person jointly, with right of   survivorship) and shall be delivered as provided above to or upon the written order of the person   exercising the Option.  In the event the Option shall be exercised, pursuant to Section 5 hereof, by   any person other than the Participant, such notice shall be accompanied by appropriate proof of   the right of such person to exercise the Option.  All Shares that shall be purchased upon the exercise   of the Option as provided herein shall be fully paid and nonassessable.            7.    PARTIAL EXERCISE.                  Exercise of this Option to the extent above stated may be made in part at any time   and from time to time within the above limits, except that no fractional share shall be issued   pursuant to this Option.            8.    NON-ASSIGNABILITY.                  The Option shall not be transferable by the Participant otherwise than by will or by   the laws of descent and distribution or pursuant to a qualified domestic relations order as defined   by the Code or Title I of the Employee Retirement Income Security Act or the rules thereunder.    Except as provided above in this paragraph, the Option shall be exercisable, during the   Participant’s lifetime, only by the Participant (or, in the event of legal incapacity or incompetency,   by the Participant’s guardian or representative) and shall not be assigned, pledged or hypothecated   in any way (whether by operation of law or otherwise) and shall not be subject to execution,  attachment or similar process.  Any attempted transfer, assignment, pledge, hypothecation or other  disposition of the Option or of any rights granted hereunder contrary to the provisions of this  Section 8, or the levy of any attachment or similar process upon the Option shall be null and void.           9.    NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE.                  The Participant shall have no rights as a stockholder with respect to Shares subject   to this Agreement until registration of the Shares in the Company’s share register in the name of   the Participant.  Except as is expressly provided in Section 10 of this Agreement with respect to     90727525v.5 





 






 certain changes in the capitalization of the Company, no adjustment shall be made for dividends   or similar rights for which the record date is prior to the date of such registration.            10.   ADJUSTMENTS.                  Upon the occurrence of any of the following events, the Participant’s rights with   respect to the Option shall be adjusted as hereinafter provided.          (a)   Stock Dividends and Stock Splits.  If (i) the Shares shall be subdivided or combined   into a greater or smaller number of shares or if the Company shall issue any Shares as a stock  dividend on its outstanding Shares, or (ii) additional shares or new or different shares or other  securities of the Company or other non-cash assets are distributed with respect to such Shares, the  Option and the number of Shares deliverable thereunder shall be appropriately increased or  decreased proportionately, and appropriate adjustments shall be made including, in the exercise  price per share, to reflect such events.            (b)   Corporate Transactions.  If the Company is to be consolidated with or acquired by   another entity in a merger, consolidation, or sale of all or substantially all of the Company’s assets   other than a transaction to merely change the state of incorporation (a “Corporate Transaction”),   the Administrator or the board of directors of any entity assuming the obligations of the Company   hereunder (the “Successor Board”), shall, as to the unexercised portion of the Option, either (i)  make appropriate provision for the continuation of the Option by substituting on an equitable basis  for the Shares then subject to the Option either the consideration payable with respect to the   outstanding Shares in connection with the Corporate Transaction or securities of any successor or   acquiring entity; or (ii) upon written notice to the Participant, provide that the  Option must be   exercised (to the extent then exercisable, within a specified number of days of the date of such   notice, at the end of which period the Option shall terminate); or (iii) terminate the Option in  exchange for payment of an amount equal to the consideration payable upon consummation of  such Corporate Transaction to the holder of the number of Shares into which the Option would  have been exercisable  less the aggregate exercise price thereof.  For purposes of determining the   payments to be made pursuant to Subclause (iii) above, in the case of a Corporate Transaction the   consideration for which, in whole or in part, is other than cash, the consideration other than cash   shall be valued at the fair value thereof as determined in good faith by the Board of Directors.           (c)  Recapitalization or Reorganization.  In the event of a recapitalization or   reorganization of the Company other than a Corporate Transaction pursuant to which securities of   the Company or of another corporation are issued with respect to the outstanding Shares, the   Participant upon exercising the Option after the recapitalization or reorganization shall be entitled   to receive for the price paid upon such exercise or acceptance if any, the number of replacement   securities which would have been received if the Option had been exercised prior to such   recapitalization or reorganization.          (d)   Modification of Options.  Notwithstanding the foregoing, any adjustments made   pursuant to Subsection (a), (b) or (c) above shall be made only after the Administrator determines   whether such adjustments would cause any adverse tax consequences, including, but not limited   to, pursuant to Section 409A of the Code.  If the Administrator determines that such adjustments   would constitute a modification of the Option or other adverse tax consequence to the Participant,     90727525v.5 





 






it may refrain from making such adjustments, unless the Participant specifically agrees in writing  that such adjustment be.           (e).  Dissolution or Liquidation of the Company.  Upon the dissolution or liquidation of  the Company, the Option will terminate and become null and void; provided, however, that if the  rights of the Participant or the Participant’s Survivors have not otherwise terminated and expired,  the Participant or the Participant’s Survivors will have the right immediately prior to such  dissolution or liquidation to exercise the Option to the extent that the Option is exercisable as of  the date immediately prior to such dissolution or liquidation.                11.   TAXES.                The Participant acknowledges and agrees that (i) any income or other taxes due  from the Participant with respect to this Option or the Shares issuable pursuant to this Option shall  be the Participant’s responsibility; (ii) the Participant was free to use professional advisors of his  or her choice in connection with this Agreement, has received advice from his or her professional  advisors in connection with this Agreement, understands its meaning and import, and is entering  into this Agreement freely and without coercion or duress; (iii) the Participant has not received  and is not relying upon any advice, representations or assurances made by or on behalf of the  Company or any Affiliate or any employee of or counsel to the Company or any Affiliate regarding  any tax or other effects or implications of the Option, the Shares or other matters contemplated by  this Agreement; and (iv) neither the Administrator, the Company, its Affiliates, nor any of its  officers or directors, shall be held liable for any applicable costs, taxes, or penalties associated  with the Option if, in fact, the Internal Revenue Service were to determine that the Option  constitutes deferred compensation under Section 409A of the Code.                The Participant agrees that the Company may withhold from the Participant’s  remuneration, if any, the minimum statutory amount of federal, state and local withholding taxes  attributable to such amount that is considered compensation includable in such person’s gross  income.  At the Company’s discretion, the amount required to be withheld may be withheld in  cash from such remuneration, or in kind from the Shares otherwise deliverable to the Participant  on exercise of the Option.  The Participant further agrees that, if the Company does not withhold  an amount from the Participant’s remuneration sufficient to satisfy the Company’s income tax  withholding obligation, the Participant will reimburse the Company on demand, in cash, for the  amount under-withheld.          12.   PURCHASE FOR INVESTMENT.                Unless the offering and sale of the Shares to be issued upon the particular exercise  of the Option shall have been effectively registered under the Securities Act, the Company shall  be under no obligation to issue the Shares covered by such exercise unless the Company has  determined that such exercise and issuance would be exempt from the registration requirements of  the Securities Act and until the following conditions have been fulfilled:                (a)   The person(s) who exercise the Option shall warrant to the Company, at the                    time of such exercise, that such person(s) are acquiring such Shares for their                    own respective accounts, for investment, and not with a view to, or for sale   90727525v.5 





 






                  in connection with, the distribution of any such Shares, in which event the                    person(s) acquiring such Shares shall be bound by the provisions of the                    following legend which shall be endorsed upon any certificate(s)                    evidencing the Shares issued pursuant to such exercise:                      “The shares represented by this certificate have been taken for investment                    and they may not be sold or otherwise transferred by any person, including                    a pledgee, unless (1) either (a) a Registration Statement with respect to such                    shares shall be effective under the Securities Act of 1933, as amended, or                    (b) the Company shall have received an opinion of counsel satisfactory to it                    that an exemption from registration under such Act is then available, and                    (2) there shall have been compliance with all applicable state securities                    laws;” and                      (b)   If the Company so requires, the Company shall have received an                    opinion of its counsel that the Shares may be issued upon such particular                    exercise in compliance with the Securities Act without registration                    thereunder.  Without limiting the generality of the foregoing, the Company                    may delay issuance of the Shares until completion of any action or obtaining                    of any consent, which the Company deems necessary under any applicable                    law (including without limitation state securities or “blue sky” laws).                            13.   RESTRICTIONS ON TRANSFER OF SHARES.          13.1  The Participant agrees that in the event the Company proposes to offer for sale to  the public any of its equity securities and such Participant is requested by the Company and any  underwriter engaged by the Company in connection with such offering to sign an agreement  restricting the sale or other transfer of Shares, then it will promptly sign such agreement and will  not transfer, whether in privately negotiated transactions or to the public in open market  transactions or otherwise, any Shares or other securities of the Company held by the Participant  during such period as is determined by the Company and the underwriters, not to exceed 180 days  following the closing of the offering, plus such additional period of time as may be required to  comply with FINRA rules or similar rules thereto promulgated by another regulatory authority  (such period, the “Lock-Up Period”).  Such agreement shall be in writing and in form and  substance reasonably satisfactory to the Company and such underwriter and pursuant to customary  and prevailing terms and conditions.  Whether or not the Participant has signed such an agreement,  the Company may impose stop-transfer instructions with respect to the Shares or other securities  of the Company subject to the foregoing restrictions until the end of the Lock-Up Period.          13.2  The Participant acknowledges and agrees that neither the Company, its  stockholders nor its directors and officers, has any duty or obligation to disclose to the Participant  any material information regarding the business of the Company or affecting the value of the  Shares before, at the time of, or following a termination of the service of the Participant by the  Company, including, without limitation, any information concerning plans for the Company to  make a public offering of its securities or to be acquired by or merged with or into another firm or  entity.    90727525v.5 





 






                14.   NO OBLIGATION TO MAINTAIN RELATIONSHIP.                  The Participant acknowledges that: (i) the Company is not by this Agreement   obligated to continue the Participant as an employee, director or consultant of the Company or an   Affiliate; (ii) the grant of the Option is a one-time benefit which does not create any contractual or  other right to receive future grants of options, or benefits in lieu of options; (iii) all determinations  with respect to any such future grants, including, but not limited to, the times when options shall  be granted, the number of shares subject to each option, the option price, and the time or times  when each option shall be exercisable, will be at the sole discretion of the Company; (iv) the value  of the Option is an extraordinary item of compensation which is outside the scope of the  Participant’s employment or consulting contract, if any; and (v) the Option is not part of normal  or expected compensation for purposes of calculating any severance, resignation, redundancy, end  of service payments, bonuses, long-service awards, pension or retirement benefits or similar  payments.           15.   NOTICES.                  Any notices required or permitted by the terms of this Agreement shall be given by   recognized courier service, facsimile, registered or certified mail, return receipt requested,   addressed as follows:      If to the Company:                   Pieris Pharmaceuticals, Inc.                 255 State Street, 9th floor               Boston, MA 02109               Attention:   Chief Executive Officer                              If to the Participant at the address set forth on the Stock Option Grant Notice.                   or to such other address or addresses of which notice in the same manner has previously been   given.  Any such notice shall be deemed to have been given upon the earlier of receipt, one   business day following delivery to a recognized courier service or three business days following   mailing by registered or certified mail.           16.   GOVERNING LAW.                  This Agreement shall be governed by and construed in accordance with the laws of   the State of Nevada, without giving effect to the conflict of law principles thereof.  For the purpose   of litigating any dispute that arises under this Agreement, the parties hereby consent to exclusive   jurisdiction in Nevada and agree that such litigation shall be conducted in the state courts of   Nevada or the federal courts of the United States for the District of Nevada.        90727525v.5 





 






       17.   BENEFIT OF AGREEMENT.                  Subject to the provisions hereof, this Agreement shall be for the benefit of and shall   be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto.            18.   ENTIRE AGREEMENT.                  This Agreement embodies the entire agreement and understanding between the   parties hereto with respect to the subject matter hereof and supersedes all prior oral or written   agreements and understandings relating to the subject matter hereof (with the exception of   acceleration of vesting provisions contained in any other agreement with the Company).  No  statement, representation, warranty, covenant or agreement not expressly set forth in this  Agreement shall affect or be used to interpret, change or restrict the express terms and provisions  of this Agreement.                 19.   MODIFICATIONS AND AMENDMENTS.                  The terms and provisions of this Agreement may be modified or amended by the   Administrator; provided, however, the Administrator not take any action that is considered a direct   or indirect “repricing” for purposes of the stockholder approval rules of the applicable securities   exchange or inter-dealer quotation system on which the Shares are listed, including any other   action that is treated as a repricing under generally accepted accounting principles.  Any   modification or amendment of this Agreement shall not, without the consent of the Participant,  adversely affect the Participant’s rights under this Agreement.  .           20.   WAIVERS AND CONSENTS.            The terms and provisions of this Agreement may be waived, or consent for the departure  therefrom granted, only by written document executed by the party entitled to the benefits of such  terms or provisions.  No such waiver or consent shall be deemed to be or shall constitute a waiver  or consent with respect to any other terms or provisions of this Agreement, whether or not similar.   Each such waiver or consent shall be effective only in the specific instance and for the purpose for   which it was given, and shall not constitute a continuing waiver or consent.            21.   DATA PRIVACY.                        By entering into this Agreement, the Participant understands and acknowledges the   processing of personal data as described in Annex A to this Agreement.                                                                                                                                                                                      90727525v.5 





 






                                                                       Annex A                                                                                                                   DATA PRIVACY                                                   The Company and the Participant’s employer processes certain personal information  regarding the Participant for the purpose of managing and administering the Company’s 2019  Employee, Director and Consultant Equity Incentive Plan (the “Plan”) and other outstanding stock  options that conform in substance to the form of stock option agreement issued under the Plan   (including this Option), including the Participant’s name, contact details, social security number   and details on the grant of shares (the “Data”). The legal bases for this processing are Art. 6 (1)   (1) (b) GDPR and Section 26 of the German Data Protection Law. The Company will share Data   with Affiliates and agents of the Company as necessary for the purpose of administration of the   Participant’s participation in the Plan. This data processing is justified under Art. 6 (1) (1) (b) and   (f) GDPR. It is in the Company’s as well as in the Participant’s interest to ensure a flawless   participation in the stock program.                  Further, the Company and the Affiliates may transfer Data, in electronic or other form, to   any third party assisting the Company in the implementation, administration and management of   the Plan. These recipients include contractors processing data on behalf and according to the   instructions of the Company (e.g. Solium Shareworks). The data transfer to these contractors is  justified under Art. 28 GDPR in conjunction with the respective data processing agreement. Some  recipients process the data in their sole responsibility as data controller. Legal basis for these  transfers is Art. 6 (1) (1) (b) and (f) GDPR. The Company has a legitimate interest to engage others  to fulfill their contractual obligations ensure proper conduction of the Plan. The recipients of Data  may be located in the United States or elsewhere. The Company and its Affiliates will provide   appropriate safeguards to ensure an adequate level of data protection at the recipient by e.g.   concluding standard contractual clauses provided by the EU Commission.                  The Data will be retained as long as necessary for the respective purpose and deleted   afterwards. Statutory retention periods remain unaffected.                  The Participant may, depending on the circumstances of the specific case, obtain   confirmation as to whether Data concerning the Participant is processed, request access to the Data   and receive the Data in a structured, commonly used and machine-readable format; request   rectification and erasure of Data or restriction of the processing under the legal requirements; and   lodge a complaint with the competent supervisory authority. The Participant has the right to   object to the Data processing where the Company processes Data for the purpose of pursuing   its legitimate interests and there are reasons arising from Participant’s particular situation.                                                                                                                                                                                                                                                    Annex A   90727525v.5 





 






                                                                      Exhibit A                                                                                                          NOTICE OF EXERCISE OF STOCK OPTION                                                               [Form for Shares registered in the United States]      To:   Pieris Pharmaceuticals, Inc.        IMPORTANT NOTICE:  This form of Notice of Exercise may only be used at such time as the   Company has filed a Registration Statement with the Securities and Exchange Commission   under which the issuance of the Shares for which this exercise is being made is registered and   such Registration Statement remains effective.         Ladies and Gentlemen:            I hereby exercise my Stock Option to purchase _________ shares (the “Shares”) of the  common stock, $0.001 par value, of Pieris Pharmaceuticals, Inc.  (the “Company”), at the exercise  price of $________ per share, pursuant to and subject to the terms of that Stock Option Grant  Notice dated August 30, 2019.          I understand the nature of the investment I am making and the financial risks thereof.  I am  aware that it is my responsibility to have consulted with competent tax and legal advisors about  the relevant national, state and local income tax and securities laws affecting the exercise of the  Option and the purchase and subsequent sale of the Shares.          I am paying the option exercise price for the Shares as follows:                                     Please issue the Shares (check one):                     to me; or                to me and ____________________________, as joint tenants with right of                     survivorship,            at the following address:                                                                           Exhibit A-1   90727525v.5 





 






      My mailing address for stockholder communications, if different from the address listed  above, is:                                                                       Very truly yours,                                          __________________________________________                                            Participant (signature)                                          __________________________________________                                            Print Name                                          __________________________________________                                            Date                                      Exhibit A-2  90727525v.5