Exhibit 10.2


 





 


Strictly Confidential


 


April 9, 2021


 


Purnanand Sarma, PhD


President and Chief Executive Officer


Immunome, Inc.


665 Stockton Dr #300


Exton, PA 19341


 


Dear Sarma:


 


We are pleased to confirm our mutual understanding
regarding the retention of Ladenburg Thalmann & Co. Inc. (“Ladenburg”) by Immunome, Inc. its subsidiaries,
affiliates, beneficiaries, successors, and assigns (collectively, the “Company”), subject to the terms and conditions of
this agreement (the “Agreement”).


 


		1.	Purpose of Engagement. Ladenburg will
                                            act as the Company’s exclusive placement agent in connection with a proposed private
                                            placement and sale by the Company of the Company’s common stock or preferred stock
                                            and/or warrants (the “Securities”) (the “Transaction”).



 


Ladenburg and the Company agree and
acknowledge that this Agreement should not be construed as a firm commitment or guarantee of any Transaction. It is acknowledged and
agreed that the decision to consummate a Transaction shall be subject to the approval of Ladenburg’s commitment committee, and
furthermore shall be in the Company’s sole and absolute discretion. Ladenburg will not contact any potential investor about the
Transaction without the Company’s prior written consent.


 


In order to facilitate Ladenburg’s
efforts to effect a Transaction, during the period of the engagement of Ladenburg hereunder, the Company shall not authorize any other
party to act on the Company’s behalf with respect to any Transaction.


 


		2.	Term of Engagement. Unless earlier terminated
                                            by the Company pursuant to this Paragraph 2, the term of our engagement hereunder shall be
                                            for a period commencing on the date hereof and expiring on the earlier of (i) two (2) months
                                            from the date hereof or (ii) the final closing of a Transaction (the “Term”).
                                            The Company may terminate Ladenburg’s engagement prior to expiration of the Term, but
                                            termination does not affect the Company’s obligation to pay any fee pursuant to Paragraph
                                            3 to the same extent as would have been payable absent such early termination. Notwithstanding
                                            any termination or expiration of this Agreement, the provisions of Paragraphs 3, 4, Exhibit A
                                            and Exhibit B which is attached hereto and incorporated herein, shall survive such termination
                                            or expiration.



 


		3.	Compensation. In consideration for our
                                            services described above, Ladenburg shall be entitled to receive, and the Company agrees
                                            to pay Ladenburg a gross spread (the “Transaction Fee”) equal to 7.0% on proceeds
                                            received from new investors as well as select investors listed in Exhibit B in a Transaction
                                            completed during the term of Ladenburg’s engagement. In the event that there are no
                                            new investors brought into the Transaction by Ladenburg or there are other new investors
                                            in the Transaction but the Transaction Fee does not equal at least $200,000, then the Company
                                            will pay Ladenburg a minimum fee of $200,000.



 


Ladenburg
Thalmann & Co. Inc.


640 Fifth Avenue, 4th floor


New York, New York 10172


 


MEMBER NYSE, NYSE American, FINRA,
SIPC


 






     


     


    

 


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	4 /9//2021
	Page 2 of 7




 


		4.	Reimbursement of Expenses. In addition
                                            to the fees described in Paragraph 3 above, the Company agrees to reimburse Ladenburg promptly,
                                            upon request from time to time, for all reasonable, out-of-pocket expenses incurred by Ladenburg
                                            up to a maximum amount of $25,000 (including travel, databases, fees and disbursements of
                                            counsel, and of other consultants and advisors retained by Ladenburg, etc.) in connection
                                            with the matters contemplated by this Agreement (collectively, the “Expenses”).
                                            In the event that the Transaction is not consummated, the Company agrees to reimburse Ladenburg
                                            for such Expenses in an amount not to exceed $10,000 in the aggregate.



 


We look forward to formalizing our business relationship.
If the foregoing and the attached Exhibit A and Exhibit B correctly set forth our agreement, please execute the enclosed copy
of this letter in the space provided and return it to us.


 


	 	Very truly yours,
	 	 
	 	LADENBURG THALMANN & CO. INC.
	 	 
	 	By:	/s/ Vlad Ivanov
	 	Name:	Vlad Ivanov
	 	Title:	Managing Director




 


Confirmed and agreed to this 9th day of April 2021.


 


IMMUNOME, INC.


 


	By:	/s/ Purnanand Sarma, PhD                           	 
	Name:	Purnanand Sarma, PhD	 
	Title:	President and Chief Executive Officer	 




 






     


     


    

 


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	4 /9//2021
	Page 3 of 7



 


EXHIBIT A


 


		(A)	Representations of the Company.
                                            The Company hereby represents and warrants that (i) any and all information supplied
                                            hereunder to Ladenburg in connection with any and all services to be performed hereunder
                                            by Ladenburg for and on behalf of the Company shall be true, complete and correct in all
                                            material respects as of the date of such dissemination and shall not fail to state a material
                                            fact necessary to make any of such information not misleading, (ii) all historical financial
                                            data provided to Ladenburg will be prepared in accordance with generally accepted accounting
                                            principles and practices then in effect in the United States and will fairly present in all
                                            material respects the financial condition and results of operations of the Company and (iii) any
                                            forecasted financial, market or industrial information provided to Ladenburg will be prepared
                                            in good faith with a reasonable basis for the assumptions and the conclusions reached therein.
                                            The Company hereby acknowledges that the ability of Ladenburg to adequately provide services
                                            as described herein is dependent upon the prompt dissemination of accurate, correct and complete
                                            information to Ladenburg. The Company further represents and warrants hereunder that this
                                            Agreement and the transaction contemplated hereunder have been duly and validly authorized
                                            by all requisite corporate action; that the Company has the full right, power and capacity
                                            to execute, deliver and perform its obligations hereunder; and that this Agreement, upon
                                            execution and delivery of the same by the Company, will represent the valid and binding obligation
                                            of the Company enforceable in accordance with its terms. In addition, the Company agrees
                                            that it will notify Ladenburg promptly if any of the foregoing representations cease to be
                                            accurate at any time during the period of Ladenburg’s engagement hereunder. The representations
                                            and warranties set forth herein shall survive the termination or expiration of this Agreement.



 


		(B)	Indemnification. The Company
                                            hereby agrees to indemnify and hold Ladenburg, its officers, directors, principals, employees,
                                            affiliates, shareholders and members, and their successors and assigns, harmless from and
                                            against any and all loss, claim, damage, liability, deficiencies, actions, suits, proceedings,
                                            costs and legal expenses or expense whatsoever (including, but not limited to, reasonable
                                            legal fees and other expenses and reasonable disbursements incurred in connection with investigating,
                                            preparing to defend or defending any action, suit or proceeding, including any inquiry or
                                            investigation, commenced or threatened, or any claim whatsoever, or in appearing or preparing
                                            for appearance as witness in any proceeding, including any pretrial proceeding such as a
                                            deposition) (collectively, "Losses") arising out of, based upon, or in any way
                                            related or attributed to (i) any breach of a representation, warranty or covenant by
                                            the Company contained in this Agreement or (ii) any activities or services performed
                                            hereunder by Ladenburg, unless it is finally judicially determined in a court of competent
                                            jurisdiction that such Losses were the primary and direct result of the intentional misconduct
                                            or gross negligence of Ladenburg in performing the services hereunder.



 


If Ladenburg receives written notice
of the commencement of any legal action, suit or proceeding with respect to which the Company is or may be obligated to provide indemnification
pursuant to this Section (B), Ladenburg shall, within thirty (30) days of the receipt of such written notice, give the Company written
notice thereof (a "Claim Notice"). Failure to give such Claim Notice within such thirty (30) day period shall not constitute
a waiver by Ladenburg of its right to indemnity hereunder with respect to such action, suit or proceeding except and only to the extent
that the Company forfeits rights or defenses by reason of such failure. Upon receipt by the Company of a Claim Notice from Ladenburg
with respect to any claim for indemnification which is based upon a claim made by a third party ("Third Party Claim"), the
Company may assume the defense of the Third Party Claim with counsel of its own choosing, as described below. Ladenburg shall cooperate
in the defense of the Third Party Claim and shall furnish such records, information and testimony and attend all such conferences, discovery
proceedings, hearings, trial and appeals as may be reasonably required in connection therewith. Ladenburg shall have the right to employ
its own counsel in any such action. The Company shall not satisfy or settle any Third Party Claim for which indemnification has been
sought and is available hereunder, without the prior written consent of Ladenburg, which consent shall not be delayed and which shall
not be required if Ladenburg is granted a release in connection therewith. The indemnification provisions hereunder shall survive the
termination or expiration of this Agreement.


 


The Company further agrees, upon demand
by Ladenburg, to promptly reimburse Ladenburg for, or pay, any Loss as to which Ladenburg has been indemnified herein with such reimbursement
to be made currently as any Loss is incurred by Ladenburg. Notwithstanding the provisions of the aforementioned indemnification, any
such reimbursement or payment by the Company of fees, expenses, or disbursements incurred by Ladenburg shall be repaid by Ladenburg in
the event of any proceeding in which a final judgment (after all appeals or the expiration of time to appeal) is entered in a court of
competent jurisdiction against Ladenburg based solely upon its gross negligence or intentional misconduct in the performance of its duties
hereunder, and provided further, that the Company shall not be required to make reimbursement or payment for any settlement effected
without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed).


 






     


     


    

 


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If for any reason the foregoing indemnification
is unavailable or is insufficient to hold Ladenburg harmless, the Company agrees to contribute the amount paid or payable by Ladenburg
in such proportion as to reflect not only the relative benefits received by the Company, as the case may be, on the one hand, and Ladenburg,
on the other hand, but also the relative fault of the Company and Ladenburg as well as any relevant equitable considerations. In no event
shall Ladenburg contribute in excess of the fees actually received by it pursuant to the terms of this Agreement.


 


For purposes of this Agreement, each
officer, director, member, shareholder and employee or affiliate of Ladenburg and each person, if any, who controls Ladenburg (or any
affiliate) within the meaning of either Section 15 of the Act or Section 20 of the Securities Exchange Act of 1934, as amended,
shall have the same rights as Ladenburg with respect to matters of indemnification by the Company hereunder.


 


		(C)	Independent Contractor. It is
                                            expressly understood and agreed that Ladenburg shall, at all times, act as an independent
                                            contractor with respect to the Company and not as an employee or agent of the Company, and
                                            nothing contained in this Agreement shall be construed to create a joint venture, partnership,
                                            association or other affiliation, or like relationship, between the parties. It is specifically
                                            agreed that the relationship is and shall remain that of independent parties to a contractual
                                            relationship and that Ladenburg shall have no right to bind the Company in any manner. In
                                            no event shall either party be liable for the debts or obligations of the other except as
                                            otherwise specifically provided in this Agreement



 


		(D)	Amendment. No modification,
                                            waiver, amendment, discharge or change of this Agreement shall be valid unless the same is
                                            evidenced by a written instrument, executed by the party against which such modification,
                                            waiver, amendment, discharge, or change is sought.



 


		(E)	Notices. All notices, demands
                                            or other communications given hereunder shall be in writing and shall be deemed to have been
                                            duly given when delivered in person or transmitted by email transmission or on the third
                                            calendar day after being mailed by United States registered or certified mail, return receipt
                                            requested, postage prepaid, to the addresses herein above first mentioned or to such other
                                            address as any party hereto shall designate to the other for such purpose.



 


		(F)	Entire Agreement. This Agreement
                                            contains all of the understandings and agreements of the parties with respect to the subject
                                            matter discussed herein.  All other agreements between the parties hereto shall remain
                                            in full force and effect in accordance with their terms.



 


		(G)	Severability. The invalidity,
                                            illegality or unenforceability of any provision or provisions of this Agreement will not
                                            affect any other provision of this Agreement, which will remain in full force and effect,
                                            nor will the invalidity, illegality or unenforceability of a portion of any provision of
                                            this Agreement affect the balance of such provision. In the event that any one or more of
                                            the provisions contained in this Agreement or any portion thereof shall for any reason be
                                            held to be invalid, illegal or unenforceable in any respect, this Agreement shall be reformed,
                                            construed and enforced as if such invalid, illegal or unenforceable provision had never been
                                            contained herein.



 


		(H)	Construction; Venue. This Agreement
                                            shall be governed by and construed in accordance with the laws of the State of New York.
                                            The Company agrees that the sole and exclusive venue for any matters arising hereunder shall
                                            be the court of competent jurisdiction in New York County, New York and agrees to waive any
                                            objections to such venue. EACH OF LADENBURG AND THE COMPANY HEREBY WAIVE ALL RIGHT TO TRIAL
                                            BY JURY IN ANY PROCEEDING, SUIT OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE)
                                            ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT.



 






     


     


    

 


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		(I)	Binding Nature. The terms and
                                            provisions of this Agreement shall be binding upon and inure to the benefit of the parties,
                                            and their respective successors and assigns.



 


		(J)	Counterparts. This Agreement
                                            may be executed in any number of counterparts, including facsimile signatures, which shall
                                            be deemed as original signatures. All executed counterparts shall constitute one Agreement,
                                            notwithstanding that all signatories are not signatories to the original or the same counterpart.



 


		(K)	Attorneys’ Fees and Court Costs.
                                            If any party to this Agreement brings an action, directly or indirectly based upon this
                                            Agreement or the matters contemplated hereby against the other party, the prevailing party
                                            shall be entitled to recover, in addition to any other appropriate amounts, its reasonable
                                            costs and expenses in connection with such proceeding, including, but not limited to, reasonable
                                            attorneys’ fees and court costs.



 


		(L)	Computer Virus.  During the
                                            course of this engagement, Ladenburg may exchange electronic versions of documents and emails
                                            with you using commercially available software. Unfortunately, the technology community is
                                            occasionally victimized by the creation and dissemination of so-called viruses, or similar
                                            destructive electronic programs. Ladenburg takes the issues raised by these viruses seriously
                                            and has invested in document and email scanning software that identifies and rejects files
                                            containing known viruses. Ladenburg also updates its system with the software vendor’s
                                            most current releases at regular intervals.



 


By utilizing this virus scanning software,
Ladenburg’s system may occasionally reject a communication you send. Ladenburg in turn may send you something that is rejected
by your system. This infrequent occurrence is to be expected as part of the ordinary course of business.


 


Because the virus protection industry
is generally one or two steps behind new viruses, Ladenburg cannot guarantee that its communications and documents will always be virus
free. Occasionally, a virus will escape and go undetected as it is passed from system to system. Although Ladenburg believes its virus
protection measures are excellent, it can make no warranty that its documents will be virus free at all times.


 


Please inform Ladenburg immediately
in the event a virus enters your company’s system via any electronic means originating from Ladenburg. Through cooperative efforts,
disruption to communications can be minimized.


 


		(M)	Information Disclosure. Ladenburg
                                            agrees that all nonpublic information obtained in connection with its engagement will be
                                            held by it in strict confidence and will be used by it solely for the purposes of performing
                                            its obligations relating to its engagement, provided that nothing herein shall prevent Ladenburg
                                            from disclosing any such information (a) in accordance with an order of any court or
                                            administrative agency or in any pending legal or administrative proceeding, or (b) to
                                            the extent that such information (i) was or becomes publicly available other than by
                                            reason of disclosure by Ladenburg in violation of this Agreement or (ii) was or becomes
                                            available to Ladenburg from a source that is not known by Ladenburg to be subject to a confidentiality
                                            obligation to the Company. This undertaking shall automatically terminate two (2) years
                                            following the last to occur of the completion of a Transaction or termination of the engagement
                                            hereunder. Subject to the foregoing, Ladenburg may disclose any information when it is believed
                                            necessary for the conduct of its business, or where disclosure is required by law. For example,
                                            information may be disclosed for audit or research purposes, or to law enforcement and regulatory
                                            agencies to do such things as prevent fraud. Information may also be disclosed to affiliates.
                                            Ladenburg may make other disclosures of information as permitted by law.



 






     


     


    

 


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		(N)	Legal Services. While certain
                                            principals of Ladenburg are attorneys, Ladenburg is not, in any manner, providing legal services
                                            or legal advice to the Company. Furthermore, the Company agrees and acknowledges that Ladenburg
                                            is not an advisor as to tax, accounting or regulatory matters in any jurisdiction.



 


		(O)	Securities Trading and Other Activities.
                                            Ladenburg is a full service securities firm engaged, directly or indirectly, in various
                                            activities, including securities trading, investment management, financing and brokerage
                                            activities. The Company agrees and acknowledges that in the ordinary course of these activities,
                                            Ladenburg and its affiliates may actively trade the debt or equity securities (or related
                                            derivative securities) of the Company and other companies which may be the subject of the
                                            engagement contemplated by this Agreement for its own account and for the accounts of its
                                            customers and may at any time hold long and short positions in such securities. The Company
                                            further agrees and acknowledges that Ladenburg and its affiliates also may from time to time
                                            perform various investment banking and financial advisory services for other clients and
                                            customers who may have conflicting interests with respect to the Company or the Transaction
                                            and nothing herein shall in any way limit Ladenburg’s, or its affiliates’, ability
                                            to provide such services.



 


		(P)	No Fiduciary Duties. The Company
                                            represents that it is a sophisticated business enterprise that has retained Ladenburg for
                                            the limited purposes set forth in this Agreement, and the parties acknowledge and agree that
                                            their respective rights and obligations are contractual in nature. Each party disclaims any
                                            intention to impose fiduciary obligations on the other by virtue of the engagement contemplated
                                            by this Agreement.



 


		(Q)	Regulatory Requirements. If
                                            necessary, the Company agrees to provide Ladenburg with information and supporting documentation
                                            to enable Ladenburg to comply with the requirements under Title III of the Uniting and Strengthening
                                            America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
                                            2001 ("USA Patriot Act") (Public Law 107-56), the Financial Crimes Enforcement
                                            Network, and other regulations.



 


		(R)	Marketing. Ladenburg shall have
                                            the ability to publicize (i.e., use of the Company logo in its marketing materials) its role
                                            in providing the Company with the services noted herein. Without Ladenburg's prior consent,
                                            the Company will not quote or refer to Ladenburg in any document, release or communication
                                            prepared, issued or transmitted by the Company, including any entity controlled by, or under
                                            common control with, the Company and any director, officer, employee or agent thereof.



 






     


     


    

 


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	4 /9//2021
	Page 7 of 7



 


EXHIBIT B


 






    	 	 	 



     


    

 


AMENDMENT NO. 1 TO


 


ENGAGEMENT AGREEMENT


 


THIS
AMENDMENT NO. 1 TO ENGAGEMENT AGREEMENT, dated as of April 25, 2021 (this “Amendment”), is by and between
Immunome, Inc., a Delaware corporation (the “Company”), and Ladenburg Thalmann & Co., Inc.,
a Delaware corporation (“Ladenburg”), a registered broker-dealer and member of
the Financial Industry Regulatory Authority.


 


W I T N E S S E T H


 


WHEREAS,
the parties hereto have heretofore entered into an Engagement Agreement, dated April 9, 2021 (the “Agreement”); and


 


WHEREAS,
the Company and Ladenburg wish to amend the Agreement on the terms set forth herein.


 


NOW,
THEREFORE, the parties hereto, in consideration of the mutual promises herein contained and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, hereby agree to amend the Agreement as follows:


 


1.            Definitions;
References; Continuation of Agreement. Unless otherwise specified herein, each term used herein that is defined in the Agreement shall
have the meaning assigned to such term in the Agreement. Each reference to “hereof,” “hereto,” “hereunder,”
 “herein” and “hereby” and each other similar reference, and each reference to “this Agreement” and
each other similar reference, contained in the Agreement shall from and after the date hereof refer to the Agreement as amended hereby.
Except as amended hereby, all terms and provisions of the Agreement shall continue unmodified and remain in full force and effect.


 


2.            Amendments.


 


EXHIBIT A. The first
paragraph of section (B) is hereby amended and restated to provide as follows:


 


“(B)      Indemnification.       The
Company hereby agrees to indemnify and hold Ladenburg, its officers, directors, principals, employees, affiliates, shareholders, members
and selected dealers, and their respective successors and assigns, harmless from and against any and all loss, claim, damage, liability,
deficiencies, actions, suits, proceedings, costs and legal expenses or expense whatsoever (including, but not limited to, reasonable legal
fees and other expenses and reasonable disbursements incurred in connection with investigating, preparing to defend or defending any action,
suit or proceeding, including any inquiry or investigation, commenced or threatened, or any claim whatsoever, or in appearing or preparing
for appearance as witness in any proceeding, including any pretrial proceeding such as a deposition) (collectively, “Losses”)
arising out of, based upon, or in any way related or attributed to (i) any breach of a representation, warranty or covenant by the
Company contained in this Agreement or (ii) any activities or services performed hereunder by Ladenburg, unless it is finally judicially
determined in a court of competent jurisdiction that such Losses were the primary and direct result of the intentional misconduct or gross
negligence of Ladenburg in performing the services hereunder.”


 






    	 	 	 



     


    

 


3.            Counterparts.
This Amendment may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that
the parties need not sign the same counterpart. In the event that any signature on this Agreement is delivered by facsimile transmission
or by e-mail delivery (including “.pdf” format data file or any electronic signature complying with the U.S. federal ESIGN
Act of 2000, for example, www.docusign.com), such signature shall create a legally valid and binding obligation of the party executing
(or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.


 


4.            Governing
Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York without the application
of any conflicts of law provisions that would require or permit the application of the laws of any other jurisdiction.


 


IN WITNESS WHEREOF, the parties
hereto have caused this Amendment No. 1 to be duly executed on the date first above written.


 


	IMMUNONE, INC.	                                            
	 	 	 
	By:	/s/ Purnanad Sarma, PhD	 
	 	      Purnanand Sarma, PhD	 
	 	      President and Chief Executive Officer	 
	 	 	 
	Ladenburg Thalmann & Co., Inc.	 
	 	 	 
	By:	/s/ Vlad Ivanov	 
	 	      Vlad Ivanov	 
	 	      Managing Director