EX-10.2






 Exhibit 10.2 

EXHIBIT D 
 FORM OF
INVESTORS’ RIGHTS AGREEMENT 













 INVESTORS’ RIGHTS AGREEMENT 













 TABLE OF CONTENTS 

 

									
	 	 	 	 	 	  	Page	 
			
	1.	 	Definitions	  	 	1	 
		 	1.1	 	“Affiliate”	  	 	1	 
		 	1.2	 	“Certificate of Incorporation”	  	 	1	 
		 	1.3	 	“Common Stock”	  	 	1	 
		 	1.4	 	“Competitor”	  	 	1	 
		 	1.5	 	“Damages”	  	 	1	 
		 	1.6	 	“Derivative Securities”	  	 	2	 
		 	1.7	 	“Exchange Act”	  	 	2	 
		 	1.8	 	“Excluded Registration”	  	 	2	 
		 	1.9	 	“FOIA Party”	  	 	2	 
		 	1.10	 	“Form S-1”	  	 	2	 
		 	1.11	 	“Form S-3”	  	 	2	 
		 	1.12	 	“GAAP”	  	 	2	 
		 	1.13	 	“Holder”	  	 	2	 
		 	1.14	 	“Immediate Family Member”	  	 	2	 
		 	1.15	 	“Initiating Holders”	  	 	3	 
		 	1.16	 	“IPO”	  	 	3	 
		 	1.17	 	“Key Employee”	  	 	3	 
		 	1.18	 	“Major Investor”	  	 	3	 
		 	1.19	 	“New Securities”	  	 	3	 
		 	1.20	 	“Person”	  	 	3	 
		 	1.21	 	“Preferred Stock”	  	 	3	 
		 	1.22	 	“Registrable Securities”	  	 	3	 
		 	1.23	 	“Registrable Securities then outstanding”	  	 	3	 
		 	1.24	 	“Restricted Securities”	  	 	3	 
		 	1.25	 	“SEC”	  	 	4	 
		 	1.26	 	“SEC Rule 144”	  	 	4	 
		 	1.27	 	“SEC Rule 145”	  	 	4	 
		 	1.28	 	“Securities Act”	  	 	4	 
		 	1.29	 	“Selling Expenses”	  	 	4	 
			
	2.	 	Registration Rights	  	 	4	 
		 	2.1	 	Demand Registration	  	 	4	 
		 	2.2	 	Company Registration	  	 	6	 
		 	2.3	 	Underwriting Requirements	  	 	6	 
		 	2.4	 	Obligations of the Company	  	 	7	 
		 	2.5	 	Furnish Information	  	 	9	 
		 	2.6	 	Expenses of Registration	  	 	9	 
		 	2.7	 	Delay of Registration	  	 	9	 
		 	2.8	 	Indemnification	  	 	9	 
		 	2.9	 	Reports Under Exchange Act	  	 	12	 
		 	2.10	 	Limitations on Subsequent Registration Rights	  	 	12	 
		 	2.11	 	“Market Stand-off” Agreement	  	 	12	 
		 	2.12	 	Restrictions on Transfer	  	 	13	 















									
	 	 	 	 	 	  	Page	 
		 	2.13	 	Termination of Registration Rights	  	 	15	 
			
	3.	 	Information Rights	  	 	15	 
		 	3.1	 	Delivery of Financial Statements	  	 	15	 
		 	3.2	 	Inspection	  	 	17	 
		 	3.3	 	Termination of Information Rights	  	 	17	 
		 	3.4	 	Confidentiality	  	 	17	 
			
	4.	 	Rights to Future Stock Issuances	  	 	18	 
		 	4.1	 	Right of First Offer	  	 	18	 
		 	4.2	 	Termination	  	 	19	 
			
	5.	 	Additional Covenants	  	 	19	 
		 	5.1	 	Insurance	  	 	19	 
		 	5.2	 	Employee Agreements	  	 	19	 
		 	5.3	 	Employee Stock	  	 	20	 
		 	5.4	 	Qualified Small Business Stock	  	 	20	 
		 	5.5	 	Matters Requiring Board Approval	  	 	20	 
		 	5.6	 	Board Matters	  	 	21	 
		 	5.7	 	Successor Indemnification	  	 	21	 
		 	5.10	 	FCPA	  	 	22	 
		 	5.11	 	Termination of Covenants	  	 	22	 
			
	6.	 	Miscellaneous	  	 	22	 
		 	6.1	 	Successors and Assigns	  	 	22	 
		 	6.2	 	Governing Law	  	 	23	 
		 	6.3	 	Counterparts	  	 	23	 
		 	6.4	 	Titles and Subtitles	  	 	23	 
		 	6.5	 	Notices	  	 	23	 
		 	6.6	 	Amendments and Waivers	  	 	23	 
		 	6.7	 	Severability	  	 	24	 
		 	6.8	 	Aggregation of Stock	  	 	24	 
		 	6.9	 	Additional Investors	  	 	24	 
		 	6.10	 	Entire Agreement	  	 	25	 
		 	6.11	 	Dispute Resolution	  	 	25	 
		 	6.12	 	Delays or Omissions	  	 	25	 
		 	6.13	 	Acknowledgment	  	 	25	 
		
	Schedule A - Schedule of Investors	  			

  













 INVESTORS’ RIGHTS AGREEMENT 

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. 
 RECITALS 

WHEREAS, the Company and the Investors are parties to a Series B Preferred Stock Purchase Agreement of even date herewith (the
“Purchase Agreement”); and 
 WHEREAS, in order to induce the Company to enter into the Purchase Agreement and to
induce certain of the Investors to invest funds in the Company pursuant to the Purchase Agreement, the Investors and the Company hereby agree that this Agreement shall govern the rights of the Investors to cause the Company to register shares of
Common Stock issuable to the Investors, to receive certain information from the Company, and to participate in future equity offerings by the Company, and shall govern certain other matters as set forth in this Agreement. 

NOW, THEREFORE, the parties hereby agree as follows: 

1.    Definitions. For purposes of this Agreement: 

1.1    “Affiliate” means, with respect to any specified Person, any other Person who, directly or
indirectly, controls, is controlled by, or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that
is controlled by one or more general partners or managing members of, or shares the same management company with, such Person. 

1.2    “Certificate of Incorporation” means the Company’s certificate of incorporation, as amended
and/or restated from time to time. 
 1.3    “Common Stock” means shares of the Company’s common
stock, par value $0.0001 per share. 
 1.4    “Competitor” means a Person engaged, directly or
indirectly (including through any partnership, limited liability company, corporation, joint venture or similar arrangement (whether now existing or formed hereafter), in the same line of business, but shall not include any financial investment firm
or collective investment vehicle that, together with its Affiliates, holds less than twenty percent (20%) of the outstanding equity of any Competitor and does not, nor do any of its Affiliates, have a right to designate any members of the board of
directors of any Competitor. 
 1.5    “Damages” means any loss, damage, claim or liability (joint or
several) to which a party hereto may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such loss, damage, claim or liability (or any action in respect














 
thereof) arises out of or is based upon (a) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any
preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (b) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements
therein not misleading; or (c) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the
Securities Act, the Exchange Act or any state securities law. 
 1.6    “Derivative Securities” means
any securities or rights convertible into, or exercisable or exchangeable for (in each case, directly or indirectly), Common Stock, including options and warrants. 

1.7    “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder. 
 1.8    “Excluded Registration” means (a) a registration relating to the
sale or grant of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, equity incentive or similar plan; (b) a registration relating to an SEC Rule 145 transaction; (c) a registration on any
form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (d) a registration in which the only Common Stock being registered
is Common Stock issuable upon conversion of debt securities that are also being registered. 
 1.9    “FOIA
Party” means a Person that, in the reasonable determination of the Board of Directors, may be subject to, and thereby required to disclose non-public information furnished by or relating to the
Company under, the Freedom of Information Act, 5 U.S.C. 552 (“FOIA”), any state public records access law, any state or other jurisdiction’s laws similar in intent or effect to FOIA or any other similar statutory or
regulatory requirement. 
 1.10    “Form S-1” means such form
under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC. 

1.11    “Form S-3” means such form under the Securities Act as in
effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Company with the SEC. 

1.12    “GAAP” means generally accepted accounting principles in the United States. 

1.13    “Holder” means any holder of Registrable Securities who is a party to this Agreement. 

1.14    “Immediate Family Member” means a child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, of a natural person referred to herein. 













 1.15    “Initiating Holders” means, collectively,
Holders who properly initiate a registration request under this Agreement. 
 1.16    “IPO” means the
Company’s first underwritten public offering of its Common Stock under the Securities Act. 
 1.17    “Key
Employee” means any executive-level employee (including division director and vice president-level positions) as well as any employee who, either alone or in concert with others, develops, invents, programs or designs any Company
Intellectual Property (as defined in the Purchase Agreement). 
 1.18    “Major Investor” means any
Investor that, individually or together with such Investor’s Affiliates, holds shares of Common Stock issued or issuable upon conversion of shares of Preferred Stock with an aggregate original issue price of at least $500,000. 

1.19    “New Securities” means, collectively, equity securities of the Company, whether or not currently
authorized, as well as rights, options or warrants to purchase such equity securities, or securities of any type whatsoever that are or may become convertible or exchangeable into or exercisable for such equity securities. 

1.20     “Person” means any individual, corporation, partnership, trust, limited liability company,
association or other entity. 
 1.21    “Preferred Stock” means, collectively, all shares of the
Company’s Series A-1 Preferred Stock and Series B Preferred Stock. 

1.22    “Registrable Securities” means (a) the Common Stock issuable or issued upon conversion of the
Preferred Stock; (b) any Common Stock, or any Common Stock issued or issuable (directly or indirectly) upon conversion and/or exercise of any other securities of the Company, acquired by the Investors after the date hereof; and (c) any
Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares referenced in
clauses (a) and (b) above; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which the applicable rights under this Agreement are not assigned pursuant to Section 6.1, and
excluding for purposes of Section 2 any shares for which registration rights have terminated pursuant to Section 2.13 of this Agreement. 

1.23    “Registrable Securities then outstanding” means the number of shares determined by adding the
number of shares of outstanding Common Stock that are Registrable Securities and the number of shares of Common Stock issuable (directly or indirectly) pursuant to then exercisable and/or convertible securities that are Registrable Securities. 

1.24    “Restricted Securities” means the securities of the Company required to be notated with the legend
set forth in Section 2.12(b) hereof. 













 1.25    “SEC” means the Securities and Exchange
Commission. 
 1.26    “SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities Act.

 1.27    “SEC Rule 145” means Rule 145 promulgated by the SEC under the Securities Act. 

1.28    “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder. 
 1.29    “Selling Expenses” means all underwriting discounts, selling
commissions and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid by the Company as
provided in Section 2.6. 
 2.    Registration Rights. The Company covenants and agrees
as follows: 
 2.1    Demand Registration. 

(a)    Form S-1 Demand. If at any time after the earlier of (i) five
(5) years after the date of this Agreement; or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least fifty percent (50%) of the
Registrable Securities then outstanding if prior to an IPO or at least twenty percent (20%) of the Registrable Securities then outstanding if after an IPO, that the Company file a Form S-1 registration
statement with respect to Registrable Securities with an anticipated aggregate offering price, net of Selling Expenses, of not less than $10,000,000, then the Company shall (x) within ten (10) days after the date such request is given,
give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating
Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities
requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of
Section 2.1(c) and Section 2.3. 
 (b)    Form S-3 Demand. If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request from Holders of at least ten percent
(10%) of the Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate
offering price, net of Selling Expenses, of at least $3,000,000, then the Company shall (i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as
soon as practicable, and in any event within forty-five (45) days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering
all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case,
subject to the limitations of Section 2.1(c) and Section 2.3. 













 (c)    Notwithstanding the foregoing obligations, if the Company
furnishes to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors
it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because
such action would (i) materially interfere with a significant acquisition, corporate reorganization or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona
fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such
filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than ninety (90) days after the request of the Initiating Holders is given; provided, however,
that the Company may not invoke this right more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety
(90) day period other than an Excluded Registration. 
 (d)    The Company shall not be obligated to effect, or to
take any action to effect, any registration pursuant to Section 2.1(a) (i) during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date
that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided, that the Company is actively employing in good faith commercially reasonable efforts
to cause such registration statement to become effective; (ii) after the Company has effected two registrations pursuant to Section 2.1(a); or (iii) if the Initiating Holders propose to dispose of shares of Registrable
Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.1(b). The Company shall not be obligated to effect, or to take any action to effect, any
registration pursuant to Section 2.1(b) (i) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days
after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; or (ii) if the Company
has effected two registrations pursuant to Section 2.1(b) within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of
this Section 2.1(d) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the
registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Section 2.6, in which case such withdrawn registration statement shall be counted as “effected” for purposes
of this Section 2.1(d); provided, that if such withdrawal is during a period the Company has deferred taking action pursuant to Section 2.1(c), then the Initiating Holder may withdraw their request for registration and
such registration will not be counted as “effected” for purposes of this Section 2.1(d). 













 2.2    Company Registration. If the Company proposes to register
(including, for this purpose, a registration effected by the Company for stockholders other than the Holders) any of its securities under the Securities Act in connection with the public offering of such securities solely for cash (other than in an
Excluded Registration), the Company shall, at such time, promptly give each Holder notice of such registration. Upon the request of each Holder given within twenty (20) days after such notice is given by the Company, the Company shall, subject
to the provisions of Section 2.3, cause to be registered all of the Registrable Securities that each such Holder has requested to be included in such registration. The Company shall have the right to terminate or withdraw
any registration initiated by it under this Section 2.2 before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration. The expenses (other than
Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance with Section 2.6. 

2.3    Underwriting Requirements. 

(a)    If, pursuant to Section 2.1, the Initiating Holders intend to distribute the Registrable Securities
covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1, and the Company shall include such information in the Demand Notice. The underwriter(s) will
be selected by the Initiating Holders, subject only to the reasonable approval of the Company. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such
Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall
(together with the Company as provided in Section 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Section 2.3,
if the managing underwriter(s) advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that
otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among such Holders of Registrable Securities, including the Initiating Holders, in proportion (as
nearly as practicable) to the number of Registrable Securities owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling Holders; provided, however, that the number of Registrable Securities
held by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company
or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares. 

(b)    In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to
Section 2.2, the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless the Holders accept the terms of the underwriting as agreed upon between the Company and its
underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, including Registrable Securities, requested by
stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in 













 
their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including
Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be
registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable to) the number of Registrable Securities owned by
each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of
shares allocated to any Holder to the nearest one hundred (100) shares. Notwithstanding the foregoing, in no event shall (i) the number of Registrable Securities included in the offering be reduced unless all other securities (other than
securities to be sold by the Company) are first entirely excluded from the offering; or (ii) the number of Registrable Securities included in the offering be reduced below thirty percent (30%) of the total number of securities included in such
offering, unless such offering is the IPO, in which case the selling Holders may be excluded further if the underwriters make the determination described above and no other stockholder’s securities are included in such offering. For purposes of
the provision in this Section 2.3(b) concerning apportionment, for any selling Holder that is a partnership, limited liability company or corporation, the partners, members, retired partners, retired members, stockholders
and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single
“selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate number of Registrable Securities owned by all Persons included in such “selling Holder,” as
defined in this sentence. 
 (c)    For purposes of Section 2.1, a registration shall not be counted as
“effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.3(a), fewer than the total number of Registrable Securities that Holders have requested to be included in such registration
statement are actually included. 
 2.4    Obligations of the Company. Whenever required under this
Section 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: 

(a)    prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its
commercially reasonable efforts to cause such registration statement to become effective and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period
of up to one hundred twenty (120) days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that (i) such one hundred twenty (120) day period shall be
extended for a period of time equal to the period the Holder refrains, at the request of an underwriter of Common Stock (or other securities) of the Company, from selling any securities included in such registration; and (ii) in the case of any
registration of Registrable Securities on Form S-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such one hundred twenty (120) day
period shall be extended for up to ninety (90) days, if necessary, to keep the registration statement effective until all such Registrable Securities are sold; 













 (b)    prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection with such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement;

 (c)    furnish to the selling Holders such numbers of copies of a prospectus, including a preliminary prospectus, as
required by the Securities Act, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable Securities; 

(d)    use its commercially reasonable efforts to register and qualify the securities covered by such registration
statement under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the selling Holders; provided that the Company shall not be required to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; 

(e)     in the event of any underwritten public offering, enter into and perform its obligations under an underwriting
agreement, in usual and customary form, with the underwriter(s) of such offering; 
 (f)    use its commercially
reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities
issued by the Company are then listed; 
 (g)    provide a transfer agent and registrar for all Registrable Securities
registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; 

(h)    promptly make available for inspection by the selling Holders, any managing underwriter(s) participating in any
disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders, all financial and other records, pertinent corporate documents, and properties of
the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent, in each case, as necessary or
advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith; 

(i)    notify each selling Holder, promptly after the Company receives notice thereof, of the time when such registration
statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and 













 (j)    after such registration statement becomes effective, notify each
selling Holder of any request by the SEC that the Company amend or supplement such registration statement or prospectus. 
 In addition, the
Company shall ensure that, at all times after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, its insider trading policy shall provide that the Company’s
directors may implement a trading program under Rule 10b5-1 of the Exchange Act. 

2.5    Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action
pursuant to this Section 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the
intended method of disposition of such securities as is reasonably required to effect the registration of such Holder’s Registrable Securities. 

2.6     Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with
registrations, filings or qualifications pursuant to Section 2, including all registration, filing and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and
disbursements of one counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any
registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all
selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to
one registration pursuant to Section 2.1(a) or Section 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in
the condition, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to
pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b). All Selling Expenses relating to Registrable Securities registered
pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf. 

2.7    Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or
otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2. 

2.8    Indemnification. If any Registrable Securities are included in a registration statement under this
Section 2: 
 (a)    To the extent permitted by law, the Company will indemnify and hold
harmless each selling Holder, and the partners, members, officers, directors and 













 
stockholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined in the Securities Act) for each such Holder; and each Person, if any, who
controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any Damages, and the Company will pay to each such Holder, underwriter, controlling Person or other aforementioned Person any legal or other
expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this
Section 2.8(a) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the
Company be liable for any Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of any such Holder, underwriter, controlling
Person or other aforementioned Person expressly for use in connection with such registration. 
 (b)    To the extent
permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company and each of its directors, each of its officers who has signed the registration statement, each Person (if any), who controls the Company
within the meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter (as defined in the Securities Act), any other Holder selling securities in such registration statement, and any controlling Person of any such
underwriter or other Holder, against any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of
such selling Holder expressly for use in connection with such registration; and each such selling Holder will pay to the Company and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with
investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 2.8(b) shall not apply to
amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided further that in no event shall the aggregate amounts
payable by any Holder by way of indemnity or contribution under Sections 2.8(b) and 2.8(d) exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of fraud or
willful misconduct by such Holder. 
 (c)    Promptly after receipt by an indemnified party under this
Section 2.8 of notice of the commencement of any action (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be
made against any indemnifying party under this Section 2.8, give the indemnifying party notice of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying
party so desires, participate jointly with any other indemnifying party to which notice has been given and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together
with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified
party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential 













 
differing interests between such indemnified party and any other party represented by such counsel in such action. The failure to give notice to the indemnifying party within a reasonable time of
the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.8, to the extent that such failure materially prejudices the indemnifying party’s ability to
defend such action. The failure to give notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.8. 

(d)    To provide for just and equitable contribution to joint liability under the Securities Act in any case in which
either (i) any party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Section 2.8 but it is judicially determined (by the entry of a final judgment or decree by a court
of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this Section 2.8 provides
for indemnification in such case; or (ii) contribution under the Securities Act may be required on the part of any party hereto for which indemnification is provided under this Section 2.8, then, and in each such case, such parties
will contribute to the aggregate losses, claims, damages, liabilities or expenses to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each of the indemnifying party and
the indemnified party in connection with the statements, omissions or other actions that resulted in such loss, claim, damage, liability or expense, as well as to reflect any other relevant equitable considerations. The relative fault of the
indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or allegedly untrue statement of a material fact, or the omission or alleged omission of a material fact, relates to
information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided, however,
that, in any such case, (x) no Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement, and (y) no
Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation; and
provided further that in no event shall a Holder’s liability pursuant to this Section 2.8(d), when combined with the amounts paid or payable by such Holder pursuant to Section 2.8(b), exceed the proceeds from the
offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of willful misconduct or fraud by such Holder. 

(e)    Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in
the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control. 

(f)    Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public
offering, the obligations of the Company and Holders under this Section 2.8 shall survive the completion of any offering of Registrable Securities in a registration under this Section 2, and otherwise shall
survive the termination of this Agreement. 













 2.9    Reports Under Exchange Act. With a view to making
available to the Holders the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company shall: 
 (a)    make and keep available adequate current public
information, as those terms are understood and defined in SEC Rule 144, at all times after the effective date of the registration statement filed by the Company for the IPO; 

(b)    use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents
required of the Company under the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements); and 

(c)    furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to
the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the registration statement filed by the Company for the
IPO), the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to
Form S-3 (at any time after the Company so qualifies); (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company; and
(iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration (at any time after the Company has become subject to
the reporting requirements under the Exchange Act) or pursuant to Form S-3 (at any time after the Company so qualifies to use such form). 

2.10    Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall
not, without the prior written consent of the Holders of not less than sixty-seven percent (67%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder
of any securities of the Company that would allow such holder or prospective holder (i) to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in
any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included, or (ii) to initiate a demand for registration of any securities held by
such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Section 6.9. 

2.11    “Market Stand-off” Agreement. Each Holder hereby agrees
that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any
other equity securities under the Securities Act on a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred
eighty (180) days in the case of the IPO, or such other period as may be requested by the Company or an underwriter to 













 
accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analysts’ recommendations and opinions, including but not limited to
the restrictions contained in FINRA Rule 2241), (i) lend; 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; or otherwise transfer
or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock held immediately before the effective date of the registration statement
for such offering; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or
(ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. 
 The foregoing provisions of this
Section 2.11 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of
the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition
for value, and shall be applicable to the Holders only if all officers and directors and stockholders owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all
outstanding Preferred Stock) are subject to the same restrictions. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 2.11 and shall have the right, power and
authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with
this Section 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to
all security holders subject to such agreements, based on the number of shares subject to such agreements. 

2.12    Restrictions on Transfer. 

(a)    The Preferred Stock and the Registrable Securities shall not be sold, pledged or otherwise transferred, and the
Company shall not recognize and shall issue stop- transfer instructions to its transfer agent with respect to any such sale, pledge or transfer, except upon the conditions specified in this Agreement, which conditions are intended to ensure
compliance with the provisions of the Securities Act. A transferring Holder will cause any proposed purchaser, pledgee or transferee of the Preferred Stock and the Registrable Securities held by such Holder to agree to take and hold such securities
subject to the provisions and upon the conditions specified in this Agreement. 
 (b)    Each certificate, instrument or
book entry representing (i) the Preferred Stock; (ii) the Registrable Securities; and (iii) any other securities issued in respect of the securities referenced in clauses (i) and (ii), upon any stock split, stock dividend,
recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 2.12(c)) be notated with a legend substantially in the following form: 













 THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, PLEDGED OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. 

THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE
STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. 
 The Holders consent to the Company making a notation in its
records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in this Section 2.12. 

(c)     The holder of such Restricted Securities, by acceptance of ownership thereof, agrees to comply in all respects
with the provisions of this Section 2. Before any proposed sale, pledge or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed
transaction, the Holder thereof shall give notice to the Company of such Holder’s intention to effect such sale, pledge or transfer. Each such notice shall describe the manner and circumstances of the proposed sale, pledge or transfer in
sufficient detail and, if reasonably requested by the Company, shall be accompanied at such Holder’s expense by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the
Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the SEC to the effect that the proposed sale, pledge or
transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to
the effect that the proposed sale, pledge or transfer of the Restricted Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge or transfer such
Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. The Company will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144; (y)
in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration; ; or (z) in any transaction in which such Holder distributes Restricted Securities to its beneficial interest
holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act (“Investor Beneficial
Owners”) for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Section 2.12. Each certificate, instrument or book entry representing the Restricted Securities transferred
as above provided shall be notated with, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Section 2.12(b), except that such certificate, instrument or book entry shall not be
notated with such restrictive legend if, in the opinion of counsel for such Holder and the Company, such legend is not required in order to establish compliance with any provisions of the Securities Act. 













 2.13    Termination of Registration Rights. The right of any
Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Section 2.1 or Section 2.2 shall terminate upon the earliest to occur of: 

(a)    the closing of a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation; 

(b)     such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of
such Holder’s shares without limitation during a three-month period without registration; 
 (c)    the fifth
anniversary of the IPO; and 
 (d)    the transfer of not less than 50% of the voting securities of the Company to one
Person who is not an existing Holder in a single transaction. 
 3.    Information Rights. 

3.1    Delivery of Financial Statements. The Company shall deliver to each Major Investor, provided that the
Board of Directors has not reasonably determined in good faith that such Major Investor is a Competitor of the Company: 

(a)    as soon as practicable, but in any event within 135 days after the end of each fiscal year of the Company
(beginning with fiscal year 2020) (i) a balance sheet as of the end of such year; (ii) statements of income and of cash flows for such year, and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the
comparable amounts for the prior year and as included in the Budget (as defined below) for such year, with an explanation of any material differences between such amounts and a schedule as to the sources and applications of funds for such year; and
(iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants selected by the Board of Directors; provided, however, that, the Board of
Directors, may, with respect to any fiscal year, waive (retroactively or prospectively) the requirement that the financial statements for such fiscal year be audited, in which case such financial statements for such fiscal year need not be audited,
but shall be prepared in accordance with GAAP (except that such financial statements (i) may be subject to normal year-end audit adjustments; and (ii) need not contain all notes thereto that may be
required in accordance with GAAP); 
 (b)    as soon as practicable, but in any event within 60 days after the end of
each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such
fiscal quarter, all prepared in accordance with GAAP (except that such financial statements (i) may be subject to normal year-end audit adjustments; and (ii) need not contain all notes thereto that
may be required in accordance with GAAP); 













 (c)    as soon as practicable, but in any event within 60 days
after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital
stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number
of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified
by the chief financial officer or chief executive officer of the Company as being true, complete and correct; 

(d)    as soon as practicable, but in any event within 30 days of the end of each month, an unaudited income statement and
statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, prepared in accordance with GAAP (except that such financial statements (i) may be subject to normal
year-end audit adjustments and (ii) need not contain all notes thereto that may be required in accordance with GAAP); 

(e)    as soon as practicable, but in any event thirty (30) days before the end of each fiscal year, a budget and
business plan for the next fiscal year (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements and statements of cash flow for such months and,
promptly after prepared, any other budgets or revised budgets prepared by the Company; 
 (f)    with respect to the
financial statements called for in Section 3.1(a), and Section 3.1(b), an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared
in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(a) and Section 3.1(b)) and fairly present the financial condition of the Company and
its results of operation for the periods specified therein; and 

(g)                 as soon as practicable, and in any event
in no less than 10 days upon request from any Major Investor, such other information, to be provided digitally, relating to the financial condition, business, prospects or corporate affairs of the Company as any Major Investor may from time to time
reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or
confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company, it being understood that the CNDA (as defined below) constitutes one such agreement); or (ii) the disclosure of which would
adversely affect the attorney-client privilege between the Company and its counsel. 
 If, for any period, the Company has any subsidiary
whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all
such consolidated subsidiaries. 
 Notwithstanding anything else in this Section 3.1 to the contrary, the Company
may cease providing the information set forth in this Section 3.1 during the period starting with the 













 
registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the
Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

 3.2    Inspection. The Company shall permit each Major Investor (provided that the Board of Directors
has not reasonably determined in good faith that such Major Investor is a Competitor of the Company), at such Major Investor’s expense, to visit and inspect the Company’s properties; examine its books of account and records; and discuss
the Company’s affairs, finances and accounts with its officers, during normal business hours of the Company as may be reasonably requested by the Major Investor; provided, however, that the Company shall not be obligated pursuant to this
Section 3.2 to provide access to any information that it reasonably and in good faith considers to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form
acceptable to the Company or the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 

3.3    Termination of Information Rights. The covenants set forth in Section 3.1 and
Section 3.2 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO; (ii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of
Incorporation; or (iii) upon the transfer of not less than 50% of the voting securities of the Company to one Person who is not an existing Holder in a single transaction, whichever event occurs first. 

3.4     Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose,
divulge or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a
registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.5 by such Investor); (b) is or has been
independently developed or conceived by the Investor without use of the Company’s confidential information; or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of
confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants and other professionals to the extent necessary to
obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this
Section 3.5; (iii) to any existing or prospective Affiliate, partner, member, stockholder or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such
information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, regulation, rule, court order or subpoena, provided that such Investor promptly
notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure. 













 4.    Rights to Future Stock Issuances. 

4.1    Right of First Offer. Subject to the terms and conditions of this Section 4.1 and
applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby
granted to it, in such proportions as it deems appropriate, among (i) itself; (ii) its Affiliates; and (iii) its Investor Beneficial Owners; provided that each such Affiliate or Investor Beneficial Owner: (x) is not a
Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors; and (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor or FOIA
Party shall not be entitled to any rights as a Major Investor under Sections 3.1, 3.2 and 4.1 hereof); and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor
holding the fewest number of Preferred Stock and any other Derivative Securities. 
 (a)     The Company shall give
notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities; (ii) the number of such New Securities to be offered; and (iii) the price and terms, if any, upon
which it proposes to offer such New Securities. 
 (b)    By notification to the Company within twenty (20) days
after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock
then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Major
Investor) bears to the total Common Stock of the Company then outstanding held by all Major Investors (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities). At the expiration of such twenty
(20) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Major Investor”) of any other Major Investor’s failure to
do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Major Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares
specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or
issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Major Investor bears to the Common Stock issued and held, or issuable
(directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Major Investors who wish to purchase such unsubscribed shares. The closing of any
sale pursuant to this Section 4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 4.1(c).














 (c)    If all New Securities referred to in the Offer Notice are not
elected to be purchased or acquired as provided in Section 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Section 4.1(b), offer and sell the remaining
unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of
the New Securities within such period or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first
reoffered to the Major Investors in accordance with this Section 4.1. 
 (d)    The right of first offer in
this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Certificate of Incorporation); (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of shares of Preferred
Stock pursuant to Section 1.2 or Section 1.3 of the Purchase Agreement. 
 4.2    Termination. The
covenants set forth in Section 4.1 shall terminate and be of no further force or effect (a) immediately before the consummation of the IPO; (b) upon a Deemed Liquidation Event, as such term is defined in the
Certificate of Incorporation; (c) upon the transfer of not less than 50% of the voting securities of the Company to one Person who is not an existing Holder in a single transaction, whichever event occurs first. 

5.    Additional Covenants. 

5.1    Insurance. The Company shall obtain and maintain from financially sound and reputable insurers Directors and
Officers liability insurance and term “key person” insurance on Maurizio Chiriva in an amount and on terms and conditions satisfactory to the Board of Directors, until such time as the Preferred Stock Director determines that such
insurance should be discontinued. Notwithstanding any other provision of this Section 5.1 to the contrary, for so long as the Preferred Stock Director is serving on the Board of Directors, the Company shall not cease to
maintain a Directors and Officers liability insurance policy, including non-rescindable Side A coverage, in an amount of at least $3,000,000 unless approved by the Preferred Stock Director then in office, if
any, and the Company shall annually, within one hundred twenty (120) days after the end of each fiscal year of the Company, deliver to the Preferred Stock Director a certification that such a Directors and Officers liability insurance policy
remains in effect. Such insurance policy shall not be cancelable by the Company without prior approval by the Board of Directors, including the affirmative approval of the Preferred Stock Director then in office, if any. 

5.2    Employee Agreements. The Company will cause (a) each person now or hereafter employed by it or by any
subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets, or who develops intellectual property related to the Company’s business as conducted
or proposed to be conducted, to enter into a nondisclosure and proprietary rights assignment agreement; and (b) each Key Employee to enter into a one (1) year noncompetition and nonsolicitation agreement. In addition, the Company shall not
amend, modify, terminate, waive or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the approval of the Board of Directors, including the
Preferred Stock Director then in office, if any. 













 5.3    Employee Stock. Unless otherwise approved by the Board of
Directors, including the Preferred Stock Director then in office, if any, all future employees and consultants of the Company who purchase, receive options to purchase or receive awards of shares of the Company’s capital stock after the date
hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (a) vesting of shares over a four (4) year period, with the first twenty-five percent (25%) of such shares vesting following twelve
(12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following thirty-six (36) months; and (b) a market stand-off provision
substantially similar to that in Section 2.11. In addition, unless otherwise approved by the Board of Directors, including the Preferred Stock Director then in office, if any, the Company shall retain a “right of first
refusal” on employee transfers until the Company’s IPO and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock. 

5.4    Qualified Small Business Stock. The Company shall use commercially reasonable efforts to cause the shares of
Preferred Stock issued pursuant to the Purchase Agreements, as well as any shares into which such shares are converted, within the meaning of Section 1202(f) of the Internal Revenue Code (the “Code”), to constitute
“qualified small business stock” as defined in Section 1202(c) of the Code; provided, however, that such requirement shall not be applicable if the Board of Directors of the Company determines, in its good-faith business
judgment, that such qualification is inconsistent with the best interests of the Company. The Company shall submit to its stockholders (including the Investors) and to the Internal Revenue Service any reports that may be required under
Section 1202(d)(1)(C) of the Code and the regulations promulgated thereunder. In addition, within twenty (20) business days after any Investor’s written request therefor, the Company shall, at its option, either (x) deliver to
such Investor a written statement indicating whether (and what portion of) such Investor’s interest in the Company constitutes “qualified small business    stock” as defined in Section 1202(c) of the Code or
(y) deliver to such Investor such factual information in the Company’s possession as is reasonably necessary to enable such Investor to determine whether (and what portion of) such Investor’s interest in the Company constitutes
“qualified small business stock” as defined in Section 1202(c) of the Code. 
 5.5    Matters Requiring
Board Approval. The Company hereby covenants and agrees with each of the Investors that it shall not, without approval of the Board of Directors, including the affirmative approval of the Preferred Stock Director then in office, if any: 

(a)    make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any
subsidiary or other corporation, partnership or other entity unless it is wholly owned by the Company; 
 (b)    make,
or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, except advances and similar expenditures in the ordinary course of business or under the
terms of an employee stock or option plan approved by the Board of Directors; 













 (c)    guarantee, directly or indirectly, or permit any subsidiary to
guarantee, directly or indirectly, any indebtedness except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; 

(d)    make any investment inconsistent with any investment policy approved by the Board of Directors; 

(e)    incur any aggregate indebtedness in excess of $100,000 that is not already included in a budget approved by the
Board of Directors, other than trade credit incurred in the ordinary course of business; 
 (f)    enter into or be a
party to any transaction with any director, officer or employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, including, without
limitation, any “management bonus” or similar plan providing payments to employees in connection with a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, except for transactions contemplated by this
Agreement or the Purchase Agreements and except for transactions made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the
Board of Directors; 
 (g)    hire, terminate, or change the compensation of the executive officers, including approving
any option grants or stock awards to executive officers; 
 (h)    change the principal business of the Company, enter
new lines of business or exit the current line of business; or 
 (i)    sell, transfer, assign, license, pledge or
encumber material technology or intellectual property, other than licenses granted in the ordinary course of business. 

5.6    Board Matters. Unless otherwise determined by the vote of a majority of the directors then in office, the
Board of Directors shall meet at least quarterly in accordance with an agreed-upon schedule. The Company shall reimburse the nonemployee directors for all reasonable
out-of-pocket travel expenses incurred (consistent with the Company’s travel policy) in connection with attending meetings of the Board of Directors. The Company
shall cause to be established, as soon as practicable, and will maintain an audit and compensation committee composed, each of which shall consist solely of non-management directors. Each non-employee director
shall be entitled in such person’s discretion to be a member of any committee of the Board of Directors. 

5.7    Successor Indemnification. If the Company or any of its successors or assignees consolidates with or merges
into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so that the successors and assignees of the Company assume the
obligations of the Company with respect to indemnification of members of the Board of Directors as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, its Certificate of Incorporation
or elsewhere, as the case may be. 













 5.8    FCPA. The Company represents that it shall not (and shall
not permit any of its subsidiaries or affiliates or any of its or their respective directors, officers, managers, employees, independent contractors, representatives or agents to) promise, authorize or make any payment to, or otherwise contribute
any item of value to, directly or indirectly, to any third party, including any Non-U.S. Official (as such term is defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended (the
“FCPA”)), in each case, in violation of the FCPA, the U.K. Bribery Act, or any other applicable anti-bribery or anti-corruption law. The Company further represents that it shall (and shall
cause each of its subsidiaries and affiliates to) cease all of its or their respective activities, as well as remediate any actions taken by the Company, its subsidiaries or affiliates, or any of their respective directors, officers, managers,
employees, independent contractors, representatives or agents in violation of the FCPA, the U.K. Bribery Act, or any other applicable anti-bribery or anti-corruption law. The Company further represents that it
shall (and shall cause each of its subsidiaries and affiliates to) maintain systems of internal controls (including, but not limited to, accounting systems, purchasing systems and billing systems) to ensure compliance with the FCPA, the U.K. Bribery
Act, or any other applicable anti-bribery or anti-corruption law. Upon request, the Company agrees to provide responsive information and/or certifications concerning its compliance with applicable anti-corruption laws. The Company shall promptly
notify each Investor if the Company becomes aware of any Enforcement Action (as defined in the Purchase Agreement). The Company shall, and shall cause any direct or indirect subsidiary or entity controlled by it, whether now in existence or formed
in the future, to comply with the FCPA. The Company shall use its best efforts to cause any direct or indirect subsidiary, whether now in existence or formed in the future, to comply in all material respects with all applicable laws. 

5.9    Termination of Covenants. The covenants set forth in this Section 5, except for
Section 5.7, shall terminate and be of no further force or effect (a) immediately before the consummation of the IPO, (b) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, or
(c) a transfer of not less than 50% of the voting securities of the Company to one Person who is not an existing Holder in a single transaction, whichever event occurs first. 

6.    Miscellaneous. 

6.1    Successors and Assigns. The rights under this Agreement may be assigned (but only with all related
obligations) by a Holder to a transferee of Registrable Securities that (a) is an Affiliate or Investor Beneficial Owner of a Holder; (b) is a Holder’s Immediate Family Member or trust for the benefit of an individual Holder or one or
more of such Holder’s Immediate Family Members; or (c) after such transfer, holds at least 250,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations and other
recapitalizations); provided, however, that (x) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which
such rights are being transferred; and (y) such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement, including the provisions of Section 2.11. For the
purposes of determining the number of shares of Registrable Securities 













 
held by a transferee, the holdings of a transferee (1) that is an Affiliate or stockholder of a Holder; (2) who is a Holder’s Immediate Family Member; or (3) that is a trust
for the benefit of an individual Holder or such Holder’s Immediate Family Member shall be aggregated together and with those of the transferring Holder; provided further that all transferees who would not qualify individually for
assignment of rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Agreement. The
terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the
parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein. 

6.2    Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the
State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of
Delaware (the “Governing Law”). 
 6.3    Counterparts. This Agreement may be executed in two
(2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature
complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. 

6.4    Titles and Subtitles. The titles and subtitles used in this Agreement are for convenience only and are not to
be considered in construing or interpreting this Agreement. 
 6.5    Notices. All notices and other
communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or: (a) personal delivery to the party to be notified; (b) when sent, if sent by
electronic mail or facsimile during the recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s next business day; (c) five (5) days after having been sent by registered or certified
mail, return receipt requested, postage prepaid; or (d) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-day
delivery, with written verification of receipt. All communications shall be sent to the respective parties at their addresses as set forth on Schedule A hereto, or to the principal office of the Company and to the attention of the Chief
Executive Officer, in the case of the Company, or to such email address, facsimile number or address as subsequently modified by written notice given in accordance with this Section 6.5. If notice is given to the Company, it shall be
sent to Kiromic, Inc., Fannin South Professional Building, 7707 Fannin, St Suite 140, Houston, Texas 77054, Attn: Gianluca Rotino, Houston, Texas 77054; and a copy (which shall not constitute notice) shall also be sent to Norton Rose
Fulbright US LP, 1301 McKinney St. Suite 5100, Houston, Texas, Attn: Charles D. Powell. 
 6.6    Amendments and
Waivers. Any term of this Agreement may be amended or terminated and the observance of any term of this Agreement may be waived (either generally 













 
or in a particular instance, and either retroactively or prospectively) only with the written consent of (a) the Company, (b) the holders of not less than a majority of the Registrable
Securities then outstanding, and (c) the holders of not less than 66.7% of the shares of Common Stock issued or issuable upon conversion of the shares of Preferred Stock held by the Investors (voting or consenting as a single class and not as
separate series ), provided that the Company may in its sole discretion waive compliance with Section 2.12(c) (and the Company’s failure to object promptly in writing after notification of a proposed assignment
allegedly in violation of Section 2.12(c) shall be deemed to be a waiver); and provided further that any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any
other party. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Investor without the written consent of such Investor, unless such amendment,
termination or waiver applies to all Investors in the same fashion (it being agreed that a waiver of the provisions of Section 4 with respect to a particular transaction shall be deemed to apply to all Investors in the same
fashion if such waiver does so by its terms, notwithstanding the fact that certain Investors may nonetheless, by agreement with the Company, purchase securities in such transaction). Notwithstanding the foregoing, Schedule A hereto may be amended by
the Company from time to time to add transferees of any Registrable Securities in compliance with the terms of this Agreement without the consent of the other parties; and Schedule A hereto may also be amended by the Company after the date of this
Agreement without the consent of the other parties to add information regarding any additional Investor who becomes a party to this Agreement in accordance with Section 6.9. The Company shall give prompt notice of any amendment or
termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, termination or waiver. Any amendment, termination or waiver effected in accordance with this Section 6.6 shall be
binding on all parties hereto, regardless of whether any such party has consented thereto. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a
further or continuing waiver of any such term, condition or provision. 
 6.7    Severability. In case any one or
more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and such
invalid, illegal or unenforceable provision shall be reformed and construed so that it will be valid, legal and enforceable to the maximum extent permitted by law. 

6.8    Aggregation of Stock. All shares of Registrable Securities held or acquired by Affiliates shall be aggregated
together for the purpose of determining the availability of any rights under this Agreement and such Affiliated persons may apportion such rights as among themselves in any manner they deem appropriate. 

6.9    Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company issues
additional shares of the Company’s Preferred Stock after the date hereof, any purchaser of such shares of Preferred Stock may become a party to this Agreement by executing and delivering an additional counterpart signature page to this
Agreement and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors shall be required for such joinder to this Agreement by such additional Investor, so long as such additional
Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder. 













 6.10    Entire Agreement. This Agreement (including any Schedules
and Exhibits hereto) constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties
is expressly canceled. 
 6.11    Dispute Resolution. All disputes arising out of or in connection with this
Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. Any such arbitration shall (i) be subject to the application of
the Governing Law, (ii) take place in Paris, France and (iii) be conducted in English. Each of the parties to this Agreement consents to personal jurisdiction for any emergency injunction sought in the U.S. District Court for the Southern
District of Texas or any court of the State of Texas having subject matter jurisdiction. However, subsequent to the emergency injunction hearing, the merits of the matter will be decided by the ICC as per the procedure set forth above. 

6.12    Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under
this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such nonbreaching or nondefaulting party, nor shall it be construed to be a waiver of or acquiescence to any such
breach or default, or to any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. All remedies, whether under this
Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative. 

6.13    Acknowledgment. The Company acknowledges that the Investors are in the business of venture capital investing
and therefore review the business plans and related proprietary information of many enterprises, including enterprises which may have products or services which compete directly or indirectly with those of the Company. Nothing in this Agreement
shall preclude or in any way restrict the Investors from investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company. 

[Signature Pages Follow] 













 [*] 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. 
  

			
	 The Company

	
	Kiromic, Inc.
		
	By:	 	 /s/ Maurizio Chiriva-Internati

	Name:	 	 Maurizio Chiriva-Internati



					
	Title:	 	CEO	 	.


			
	
	Name of Investors*
		
	Print Name of Investor:	 	/s/ *


					
			
	By:	 	*	 	 
	Name:	 	*	 	.
	Title:	 	*	 	.