Exhibit 10.2


 


Dated as of                     ,
2017


 


MDB Capital Group,
LLC


2425 Cedar Springs Road


Dallas, Texas 75201


 


Ladies and Gentlemen:


 


This
agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”)
between Cue Biopharma, Inc., a Delaware corporation (the “Company”), and MDB Capital Group, LLC (“MDB”)
relating to a proposed public offering, on a best efforts basis (the “Offering”), of shares (the “Shares”)
of the Company’s Common Stock (the “Common Stock”).


 


In
order to induce MDB to enter into the Underwriting Agreement, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the undersigned agrees that, during the period beginning on and including the date of the Underwriting
Agreement through and including the one year anniversary of the date of the Underwriting Agreement (the “Lock-Up Period”),
the undersigned, or any affiliated party of the undersigned, will not, without the prior written consent of MDB, directly or indirectly:


 


		(i)	offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any shares of Common
Stock or any securities convertible into or exercisable or exchangeable for Common Stock, owned or with respect to which the undersigned
has acquired the power of disposition as of the date of the Underwriting Agreement, or



 


		(ii)	enter into any swap or other agreement, arrangement or transaction that transfers to another, in
whole or in part, directly or indirectly, any of the economic consequence of ownership of any Common Stock or any securities convertible
into or exercisable or exchangeable for any Common Stock, owned or with respect to which the undersigned has acquired the power
of disposition as of the date of the Underwriting Agreement,



 


whether any transaction
described in clause (i) or (ii) above is to be settled by delivery of Common Stock, other securities, in cash or otherwise.
Moreover, if:


 


		(1)	during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material
news or a material event relating to the Company occurs, or



 


		(2)	prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings
results during the 16-day period beginning on the last day of the Lock-Up Period,



 




     


     


    

 


the Lock-Up Period
shall be extended and the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period
beginning on the date of issuance of the earnings release or the occurrence of the material news or material event, as the case
may be, unless MDB waives, in writing, such extension.


 


Notwithstanding
the provisions set forth in the immediately preceding paragraph, the undersigned may, without the prior written consent of MDB,
(1) transfer any Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock as a bona
fide gift or gifts, or by will or intestacy, to any member of the immediate family (as defined below) of the undersigned or to
a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family or to
a charity or educational institution; provided, however, that it shall be a condition to the transfer that, if
the undersigned is required to file a report under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), reporting a reduction in beneficial ownership of Common Stock or any securities convertible into or exercisable
or exchangeable for Common Stock by the undersigned during the Lock-Up Period (as the same may be extended as described above),
the undersigned shall include a statement in such report to the effect that such transfer or distribution is not a transfer for
value and that such transfer is being made as a gift or by will or intestacy, as the case may be; (2) exercise or convert
currently outstanding warrants, options and convertible debentures, as applicable, and exercise options under an acceptable stock
option plan, so long as the undersigned agrees that the shares of Common Stock received from any such exercise or conversion will
be subject to this agreement; (3) if the undersigned is a corporation, partnership, limited liability company, trust or other business
entity, (A) transfer any Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock to another
corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as
defined in Rule 405 promulgated under the Securities Act of 1933, as amended (the “1933 Act”)) of the undersigned
or (B) distribute shares of Common Stock or any securities convertible into or exercisable for Common Stock to limited partners,
limited liability company members or stockholders of the undersigned; (4) if the undersigned is a trust, transfer to the beneficiary
of such trust; or (5) transfer any Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock
pursuant to the Underwriting Agreement; provided, in the case of clauses (1) through (4), that (x) such transfer shall not
involve a disposition for value and (y) if applicable, the transferee executes and delivers to MDB not later than one business
day prior to such transfer, a written agreement, in substantially the form of this agreement and otherwise satisfactory in form
and substance to MDB. For purposes of this paragraph, “immediate family” shall mean a spouse, child, grandchild or
other lineal descendant (including by adoption), father, mother, brother or sister of the undersigned.


 


The
undersigned further agrees that (i) it will not, during the Lock-Up Period (as the same may be extended as described above),
make any demand for or exercise any right with respect to the registration under the 1933 Act, of any Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock, including under any current or future registration rights agreement
or similar agreement to which the undersigned is a party or under which the undersigned is entitled to any right or benefit to
have any securities included in a registration statement filed by the Company for resale or other transaction, and (ii) the
Company may, with respect to any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock
owned or held (of record or beneficially) by the undersigned, cause the transfer agent or other registrar to enter stop transfer
instructions and implement stop transfer procedures with respect to such securities during the Lock-Up Period (as the same may
be extended as described above).


 




     


     


    

 


The
foregoing restrictions shall not apply to (i) any shares of Common Stock the undersigned may purchase in the Offering or in open
market transactions after the completion of the Offering; provided, that no filing under Section 16(a) of the Exchange Act
shall be required by reason of the undersigned’s being an officer or director of the Company or shall be voluntarily made
during the Lock-Up Period in connection with subsequent sales of Common Stock acquired in such transactions or (ii) the establishment
of any contract, instruction or plan that satisfies all the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act (a “Plan”);
provided, that no sales of the undersigned’s securities shall be made pursuant to such a Plan prior to the expiration of
the Lock-Up Period and such a Plan may only be established if no public announcement of the establishment or existence thereof
and no filing with the SEC or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby,
by the undersigned, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily
by the undersigned, the Company or any other person, prior to the expiration of the Lock-Up Period.


 


In
addition, the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities
pursuant to any current or future agreement, instrument, understanding or otherwise, including any registration rights agreement
or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit and
any tag-along rights or other similar rights to have any securities (debt or equity) included in the offering contemplated by the
Underwriting Agreement or sold in connection with the sale of Common Stock pursuant to the Underwriting Agreement, provided that
such waiver shall apply only to the public offering of Common Stock pursuant to the Underwriting Agreement and each registration
statement filed under the 1933 Act in connection therewith.


 


The
undersigned understands that, if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other
than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the
securities to be sold thereunder, the undersigned shall be released from all obligations under this Agreement.


 


The
undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this agreement and that
this agreement has been duly executed and delivered by the undersigned and is a valid and binding agreement of the undersigned.
This agreement and all authority herein conferred are irrevocable and shall survive the death or incapacity of the undersigned
and shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.


 


[Signature Page
Immediately Follows]


 




     


     


    

 


	 	Yours very truly,
	 	 
	 	 
	 	Print Name:	 


 


Signature Page
— Cue Biopharma Lock-up Letter to MDB Capital Group, LLC