Exhibit 10.19


 


ESCROW AGREEMENT (PUBLIC OFFERING)


 


THIS
AGREEMENT (this “Agreement”) is made this November 24, 2017 by and among Cue Biopharma, Inc. (the
“Issuer”) and the Underwriter whose name and address appears on the Information Sheet (as defined herein) attached
to this Agreement and Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, New York 10004 (the
“Escrow Agent”).


 


WITNESSETH:


 


WHEREAS,
the Issuer has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement
(the “Registration Statement”) covering a proposed public offering of its securities as described on the Information
Sheet;


 


WHEREAS,
the Underwriter proposes to offer the Securities, as agent for the Issuer, for sale to the public on a “best efforts”
only basis for at least the Minimum Securities Amount and Minimum Dollar Amount and at most the Maximum Securities Amount and Maximum
Dollar Amount and at the price per share all as set forth, on the Information Sheet;


 


WHEREAS
the Issuer and the Underwriter propose to establish an Escrow Account (the “Escrow Account”), to which subscription
monies which are received by the Escrow Agent from the Underwriter in connection with such public offering are to be credited,
and the Escrow Agent is willing to establish the Escrow Account and the terms are subject to the conditions hereinafter set forth;
and


 


WHEREAS,
the Escrow Agent has an agreement with JP Morgan Chase (the “Bank”) to establish a special Bank Account (the
“Bank Account”) into which the subscription monies, which are received by the Escrow Agent from the Underwriter
and credited to the Escrow Account, are to be deposited;


 


NOW,
THEREFORE in consideration of the premises and mutual covenants herein contained, the parties hereto hereby agree as
follows:


 


		1	Information Sheet.
Each capitalized term not otherwise defined in this Agreement shall have the meaning set forth for such term on the
information sheet which is attached to this Agreement and is incorporated by reference herein and made a pact hereof (the “Information
Sheet”).



 


		2	Establishment of the Bank Account.



 


		2.1	The Escrow Agent shall establish a non-interest bank account at the branch of JP Morgan Chase selected
by the Escrow Agent, and bearing the designation set forth on the Information Sheet (heretofore defined as the “Bank Account”).
The purpose of the Bank Account is for (a) the deposit of all subscription monies (checks, or wire transfers) which are received
by the Underwriter from prospective purchasers of the Securities and are delivered by the Underwriter to the Escrow Agent, (b)
the holding of amounts of subscription monies which are collected through the banking system, and (c) the disbursement of collected
funds, all as described herein.



 




     


     


    

 


		2.2	On or before the date of the initial deposit in the Bank Account pursuant to this Agreement, the
Underwriter shall notify the Escrow Agent in writing of the Effective Date of the Registration Statement (the “Effective
Date”), and the Escrow Agent shall not be required to accept any amounts for credit to the Escrow Account or for deposit
in the Bank Account prior to its receipt of such notification.



 


		2.3	The Offering Period, which shall be deemed to commence on the Effective Date, shall consist of
the number of calendar days or business days set forth on the Information Sheet. The Offering Period shall be extended by an Extension
Period only if the Escrow Agent shall have received written notice thereof at least two (2) business days prior to the expiration
of the Offering Period. The Extension Period, which shall be deemed to commence on the next calendar day following the expiration
of the Offering Period, shall consist of the number of calendar days or business days set forth on the Information Sheet. The last
day of the Offering Period, or the last day of the Extension Period (if the Escrow Agent has received written notice thereof as
hereinabove provided), is referred to herein as the “Termination Date”. Except as provided in Section 4.3 hereof,
after the Termination Date the Underwriter shall not deposit, and the Escrow Agent shall not accept, any additional amounts representing
payments by prospective purchasers.



 


		3	Deposits to the Bank Account.



 


		3.1	The Underwriter shall promptly, but in no event later than noon on the business day immediately
following the day such monies are received by such underwriter, deliver to the Escrow Agent all monies in the form of checks or
wire transfers which it receives from prospective purchasers of the Securities by the end of the next business day following receipt
where internal supervisory review is conducted at the same location at which subscription documents and monies are received. Upon
the Escrow Agent’s receipt of such monies, such monies shall be credited to the Escrow Account. All checks delivered to the
Escrow Agent shall be made payable to “CST&T Cue Biopharma Escrow Account.” Any check payable other than to the
Escrow Agent as required hereby shall be returned to the prospective purchaser, or if the Escrow Agent has insufficient information
to do so, then to the Underwriter (together with any Subscription Information, as defined below or other documents delivered therewith)
by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have
been delivered to the Escrow Agent pursuant to the terms of this Agreement.



 


		3.2	Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall
deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as “Escrow Amounts”.
The Escrow Agent shall cause the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with
each deposit to the Escrow Account, the Underwriter (or the Issuer, if such deposit is made by the Issuer) shall inform the Escrow
Agent in writing of the name, address, and the tax identification number of the purchaser, the amount of Securities subscribed
for by such purchase, and the aggregate dollar amount of such subscription (collectively, the “Subscription Information”).



 




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		3.3	The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit
into the Bank Account checks which are not accompanied by the appropriate Subscription Information, which at minimum shall include
the name address, tax identification number and the number of shares. Wire transfers representing payments by prospective purchasers
shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information
required with respect to such payments.



 


		3.4	The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing
payments by prospective purchasers, whether by check or wire, except during the Escrow Agent’s regular business hours.



 


		3.5	Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared
the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund”.



 


		3.6	If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund
any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed
by both the Issuer and the Underwriter.



 


		4	Disbursement from the Bank Account.



 


		4.1	Subject to Section 4.3 below, if by the close of regular banking hours on the Termination Date
the Escrow Agent determines that the amount in the Fund is less than the Minimum Dollar Amount or the Minimum Securities Amount,
as indicated by the Subscription Information submitted to the Escrow Agent, then in either such case, the Escrow Agent shall promptly
refund to each prospective purchaser the amount of payment received from such purchaser which is then held in the Fund or which
thereafter clears the banking system, without interest thereon or deduction therefrom, by drawing checks on the Bank Account for
the amounts of such payments and transmitting them to the purchasers. In such event, the Escrow Agent shall promptly notify the
Issuer and the Underwriter of its distribution of the Fund.



 


		4.2	Subject to Section 4.3 below, if at any time up to the close of regular banking hours on the Termination
Date, the Escrow Agent determines that the amount in the Fund is at least equal to the Minimum Dollar Amount and represents the
sale of not less than the Minimum Securities Amount, the Escrow Agent shall promptly notify the Issuer and the Underwriter of such
fact in writing. The Escrow Agent shall promptly disburse the Fund to the Company, by drawing checks on the Bank Account in accordance
with instructions in writing signed by both the Issuer and the Underwriter as to the disbursement of the Fund, promptly after it
receives such instructions.



 




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		4.3	(This provision applies only if a Collection Period has been provided for by the appropriate indication
on the Information Sheet.) If the Escrow Agent or the Underwriter has on hand at the close of business on the Termination Date
any uncollected amounts which when added to the Fund would raise the amount in the Fund to the Minimum Dollar Amount, and result
in the Fund representing the sale of the Minimum Securities Amount, the Collection Period (consisting of the number of business
days set forth on the Information Sheet) shall be utilized to allow such uncollected amounts to clear the banking system. During
the Collection Period, the Underwriter (and the Issuer) shall not deposit and the Escrow Agent shall not accept, any additional
amounts; provided, however, that such amounts as were received by the Underwriter (or the Issuer) by the close of business on the
Termination Date may be deposited with the Escrow Agent by noon of the next business day following the Termination Date. If, at
the close of business on the last day of the Collection Period, an amount sufficient to raise the amount in the Fund to the Minimum
Dollar Amount and which would result in the Fund representing the sale of the Minimum Securities Amount shall not have cleared
the banking system, the Escrow Agent shall promptly notify the Issuer and the Underwriter in writing of such fact and shall promptly
return all amounts then in the Fund, and any amounts which thereafter clear the banking system, to the prospective purchasers as
provided in Section 4.1 hereof.



 


		4.4	Upon disbursement of the entire Fund pursuant to the terms of this Article 4, the Escrow Agent
shall be relieved of all further obligations and released from all liability under this Agreement. It is expressly agreed and understood
that in no event shall the aggregate amount of payments made by the Escrow Agent exceed the amount of the Fund.



 


		5	Rights, Duties and Responsibilities of Escrow Agent.
It is understood and agreed that the duties of the Escrow Agent are purely ministerial in nature, and that:



 


		5.1	The Escrow Agent shall on a daily basis determine, and notify the Underwriter and Issuer of, the
Escrow Amounts which have been deposited in the Bank Account and the amounts, constituting the Fund, which have cleared the banking
system and have been collected by the Escrow Agent.



 


		5.2	The Escrow Agent shall not be responsible for or be required to enforce any of the terms or conditions
of the underwriting agreement or any other agreement between the Underwriter and the Issuer nor shall the Escrow Agent be responsible
for the performance by the Underwriter or the Issuer of their respective obligations under this Agreement.



 


		5.3	The Escrow Agent shall not be required to accept from the Underwriter (or the Issuer) any Subscription
Information pertaining to prospective purchasers unless such Subscription Information is accompanied by checks, or wire transfers
meeting the requirements of Section 3.1, nor shall the Escrow Agent be required to keep records of any information with respect
to payments deposited by the Underwriter (or the Issuer) except as to the amount of such payments; however, the Escrow Agent shall
notify the Underwriter within a reasonable time of any discrepancy between the amount set forth in any Subscription Information
and the amount delivered to the Escrow Agent therewith. Such amount need not be accepted for deposit in the Escrow Account until
such discrepancy has been resolved.



 




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		5.4	The Escrow Agent shall be under no duty or responsibility to enforce collection of any check delivered
to it hereunder. The Escrow Agent, within a reasonable time, shall return to the Underwriter any check received which is dishonored,
together with the Subscription Information, if any, which accompanied such check.



 


		5.5	The Escrow Agent shall be entitled to rely upon the accuracy, act in reliance upon the contents,
and assume the genuineness of any notice, instruction, certificate, signature, instrument or other document which is given
to the Escrow Agent pursuant to this Agreement without the necessity of the Escrow Agent verifying the truth or accuracy thereof.
The Escrow Agent shall not be obligated to make any inquiry as to the authority, capacity, existence or identity of any person
purporting to give any such notice or instructions or to execute any such certificate, instrument or other document.



 


		5.6	If the Escrow Agent is uncertain as to its duties or rights hereunder or shall receive instructions
with respect to the Bank Account, the Escrow Amounts or the Fund which, in its sole determination, are in conflict either with
other, instructions received by it or with any provision of this Agreement, it shall be entitled to hold the Escrow Amounts, the
Fund, or a portion thereof, in the Bank Account pending the resolution of such uncertainty to the Escrow Agent’s sole satisfaction,
by final judgment of a court or courts of competent jurisdiction or otherwise; or the Escrow Agent, at its sole option, may deposit
the Fund (and any other Escrow Amounts that thereafter become part of the Fund) with the Clerk of a court of competent jurisdiction
in a proceeding to which all parties in interest are joined. Upon the deposit by the Escrow Agent of the Fund with the Clerk of
any court, the Escrow Agent shall be relieved of all further obligations and released from all liability hereunder.



 


		5.7	The Escrow Agent shall not be liable for any action taken or omitted hereunder, or for the misconduct
of any employee, agent or attorney appointed by it, except in the case of willful misconduct or gross negligence. The Escrow Agent
shall be entitled to consult with counsel of its own choosing and shall not be liable for any action taken, suffered or omitted
by it in accordance with the advice of such counsel.



 


		5.8	The Escrow Agent shall have no responsibility at any time to ascertain whether or not any security
interest exists in the Escrow Amounts, the Fund or any part thereof or to file any statement under the Uniform Commercial Code
with respect to the Fund or any part thereof.



 


		6	Amendment;
                                         Resignation. This Agreement may be altered or amended only with the written
                                         consent of the Issuer, the Underwriter and the Escrow Agent.



 




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		6.1	The Escrow Agent may resign for any reason upon thirty (30) business days’ written notice
to the Issuer and the Underwriter. Should the Escrow Agent resign as herein provided, it shall not be required to accept
any deposit, make any disbursement or otherwise dispose of the Escrow Amounts or the Fund, but its only duty shall be to hold the
Escrow Amounts until they clear the banking system and the Fund for a period of not more than five (5) business days following
the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice
thereof (including the name and address of such successor escrow agent) shall have been given to the resigning Escrow Agent by
the Issuer, the Underwriter and such successor escrow agent, then the resigning Escrow Agent shall pay over to the successor escrow
agent the Fund, less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Escrow
Agent shall not have received written notice signed by the Issuer, the Underwriter and a successor escrow agent, then the resigning
Escrow Agent shall promptly refund the amount in the Fund to each prospective purchaser without interest thereon or deduction therefrom,
and the resigning Escrow Agent shall promptly notify the Issuer and the Underwriter in writing of its liquidation and distribution
of the Fund; whereupon, in either case, the Escrow Agent shall be relieved of all further obligations and released from all liability
under this Agreement. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed
by the Issuer and the Underwriter for any actual expenses incurred in connection with its resignation, transfer of the Fund to
a successor escrow agent or distribution of the Fund pursuant to this Section 6.



 


		7	Representations and Warranties. The Issuer
and the Underwriter hereby jointly and severally represent and warrant to the Escrow Agent that:



 


		7.1	No party other than the parties hereto and the prospective purchasers have, or shall have, any
lien, claim or security interest in the Escrow Amounts or the Fund or any part thereof.



 


		7.2	No financing statement under the Uniform Commercial Code is on file in any jurisdiction claiming
a security interest in or describing (whether specifically or generally) the Escrow Amounts or the Fund or any part thereof.



 


		7.3	The Subscription Information submitted with each deposit shall, at the time of submission and at
the time of disbursement of the Fund, be deemed a representation and warranty that such deposit represents a bona fide payment
by the purchaser described therein for the amount of securities in such described as Subscription Information.



 


		7.4	All of the information contained in the Information Sheet is, as of the date hereof, and will be,
at the time of any disbursement of the Fund, true and correct.



 


		7.5	Reasonable controls have been established and required due diligence performed to comply with “Know
Your Customer” regulations, USA Patriot Act, Office of the Foreign Asset Control (OFAC) regulations and the Bank Secrecy
Act.



 


		8	Fees and Expenses. The Escrow Agent shall
be entitled to the Escrow Agent Fees set forth on the Information Sheet, payable as and when stated therein. In addition, the
Issuer and the Underwriter jointly and severally agree to reimburse the Escrow Agent for any reasonable expenses incurred in connection
with this Agreement, including, but not limited to, reasonable counsel fees. Upon receipt of the Minimum Dollar Amount, the Escrow
Agent shall have a lien upon the Fund to the extent of its fees for services as Escrow Agent.



 




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		9	Indemnification and Contribution. 



 


		9.1	The Issuer and the Underwriter (collectively referred to as the “Indemnitors”) jointly
and severally agree to indemnify the Escrow Agent and its officers, directors, employees, agents and shareholders (collectively
referred to as the “ Indemnitees”) against, and hold them harmless of and from, any and all loss, liability, cost,
damage and expense, including without limitation, reasonable counsel fees, which the Indemnitees may suffer or incur by reason
of any action, claim or proceeding brought against the Indemnitees arising out of or relating in any way to this Agreement or any
transaction to which this Agreement relates, unless such action, claim or proceeding is the result of the willful misconduct or
gross negligence of the Indemnitees.



 


		9.2	If the indemnification provided for in Section 9.1 is applicable, but for any reason is held to
be unavailable, the Indemnitors shall contribute such amounts as are just and equitable to pay, or to reimburse the Indemnitees
for, the aggregate of any and all losses, liabilities, costs, damages and expenses, including counsel fees, actually incurred by
the Indemnitees as a result of or in connection with, and any amount paid in settlement of, any action, claim or proceeding arising
out of or relating in any way to any actions or omissions of the Indemnitors.



 


		9.3	The provisions of this Article 9 shall survive any termination of this Agreement, whether by disbursement
of the Fund, resignation of the Escrow Agent or otherwise.



 


		10	Governing Law and Assignment. This Agreement
shall be construed in accordance with and governed by the laws of the State of New York and shall be binding upon the parties
hereto and their respective successors and assigns; provided, however, that any assignment or transfer by any party of its rights
under this Agreement or with respect to the Escrow Amounts or the Fund shall be void as against the Escrow Agent unless (a) written
notice thereof shall be given to the Escrow Agent; and (b) the Escrow Agent shall have consented in writing to such assignment
or transfer.



 


		11	Notices. All notices required to be given in connection with this Agreement shall be sent by registered or certified mail, return
receipt requested, or by hand delivery with receipt acknowledged, or by the Express Mail service offered by the United States
Post Office, and addressed, if to the Issuer or the Underwriter, at their respective addresses set forth on the Information Sheet,
and if to the Escrow Agent, at its address set forth above, to the attention of the Trust Department.



 


		12	Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be determined to
be invalid or unenforceable, the remaining provisions of this Agreement or the application of such provision to persons or circumstances
other than those to which it is held invalid or unenforceable shall not be affected thereby and shall be valid and enforceable
to the fullest extent permitted by law.



 


		13	Execution in Several Counterparts. This Agreement may be executed in several
                                                                                                                                                                                      counterparts or by separate instruments, and all of such counterparts and instruments shall constitute one agreement, binding
                                                                                                                                                                                      on all of the parties hereto.



 




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		14	Entire
Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements and understandings (written or oral) of the parties in connection therewith.



 




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IN WITNESS WHEREOF, the undersigned have
executed this Agreement as of the day and year first above written.


 


	“Issuer”	 	“Escrow Agent”
	 	 	 
	CUE BIOPHARMA, INC.	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 	 	 	 	 
	By:	/s/ Daniel Passeri	 	By:	/s/ Sharmin Carter
	 	Name:	Daniel Passeri	 	 	Name:	Sharmin Carter
	 	Title:	CEO	 	 	Title:	Vice President
	 	 	 	 	 	 	 
	“Underwriter”	 	 	 	 
	 	 	 	 	 
	MDB CAPITAL GROUP, LLC	 	 	 	 
	 	 	 	 	 	 	 
	By:	/s/ Christopher Marlett	 	 	 	 
	 	Name:	Christopher Marlett	 	 	 	 
	 	Title:	CEO