Director Designation Agreement, dated as of August 10, 2018, among Genome Protection, Inc., Everon Biosciences, Inc., Cleveland BioLabs, Inc. and Norma Investments Limited

WHEREAS, the Company and the Investors are parties to a Simple Agreement for Future Equity, dated August 10, 2018 (the “SAFE”); and

WHEREAS, according to the SAFE, the Company shall have two directors nominated by the Investor.

NOW, THEREFORE, in consideration for the mutual covenants contained herein, the adequacy, receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agree as follows:

a)The Board of Directors of the Company (the “Board”) will be comprised of four (4) directors, who will be nominated as follows:

b)The capitalized terms used but not defined herein shall have the meanings ascribed to them by the SAFE.

c)As of the date of receipt by the Company of the first tranche of funds in an amount not less than $10,500,000 from the Investor under the SAFE and until termination of the SAFE as per Section 1(c) thereof:

(i)the following matters will require unanimous approval of the elected directors of the Company:

(ii)the following matters will require approval of a majority of the elected directors of the Company then in office:

(iii)all other matters i) not specified in paragraphs (v) or (vi) below; ii) not within the exclusive powers of the shareholders of the Company and/or iii)  not delegated to the officers of the Company shall require approval of a majority of the elected directors of the Company (which, for the avoidance of doubt, must include the affirmative vote of at least one Investor Director).

d)In order to be eligible to be elected as a director, Investor Designees and Shareholders’ Designees must: i)  not have a finding of professional misconduct and/or incompetence with respect to the person in the five years preceding the date of the election; ii) not have any declared potential conflict of interest which would present a serious impediment to the functioning of the member as a director; iv) provide the Company with all reasonably requested personal information and documents relevant to the nomination.

e)A director that is an Investor Designee may only be removed by the Investor. If the Investor requests in writing that any of its designees be removed as a director, each Shareholder shall promptly vote, or act by written consent, and otherwise take or cause to be taken, all actions necessary to remove such director. In the event of a vacancy on the Board resulting from such removal or otherwise, including without limitation death or disability, the Investor shall have the right to designate a replacement designee for such director, and the Company and the Shareholders shall take all action necessary to cause vacancy to be filled by the replacement Investors Designees, so long as the proposed nominee meets the eligibility requirements set forth in the Bylaws of the Company and Section 1(d) hereof. If the new Investor Designee meeting such eligibility criteria is not elected to the Board within three (3) business days of the Investor selecting such individual and requesting that the Company and the Shareholders cause such individual to be elected to the Board, then the Investor shall have the right, pursuant to Section 1(g) of this Agreement, to sign a written consent on behalf of one or both Shareholders to effect such election and removal of its prior designee.

f)A director that is a Shareholder Designee may only be removed by the respective Shareholder that originally selected him or her for nomination and election. If CBLI or Everon, as applicable, requests in writing that its designee be removed as a director, the other Shareholder and, if Investor shall then hold any outstanding shares of capital stock entitled to vote thereon or consent thereto, then Investor, shall promptly vote, or act by written consent, and otherwise take or cause to be taken, all actions necessary to remove such director. In the event

of a vacancy on the Board resulting from such removal or otherwise, including without limitation death or disability, CBLI or Everon, as applicable, shall have the right to designate a replacement designee for such director, and the Company and the other Shareholder and, if Investor shall then hold any outstanding shares of capital stock entitled to vote thereon or consent thereto, then Investor, shall take all action necessary to cause vacancy to be filled by the replacement Shareholder Designee, so long as the proposed nominee meets the eligibility requirements set forth in the Bylaws of the Company. If the new Shareholder Designee meeting such eligibility criteria is not elected to the Board within three (3) business days of CBLI or Everon, as applicable, selecting such individual and requesting that the Company and the Shareholders and, if applicable, Investor, cause such individual to be elected to the Board, then such Shareholder shall have the right, pursuant to Section 1(g) of this Agreement, to sign a written consent on behalf of the other Shareholder and, if applicable, on behalf of Investor, to effect such election and removal of its prior designee.

g) Each Party hereby constitutes and appoints each other Party, acting severally, as its true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for it and in its name, place and stead, in any and all capacities, to sign any unanimous or other written consent of the stockholders of the Company in favor of (i) the removal of any Shareholder Designee originally selected for nomination by such Shareholder and the election of any other person selected by such Shareholder shall correspond to the requirements set forth in the Bylaws of the Company, and (ii) the removal of any Investor Designee originally selected for nomination by Investor and the election of any other person selected by such Shareholder meeting the eligibility requirements set forth in Section 1(d) hereof to serve on the Board whenever a vacancy on the Board resulting from such removal or otherwise, in each case granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such Party might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

a)If a Shareholder (for purposes of this Section 2, a “Selling Shareholder”) desires to transfer all or any portion of its Shares (the “Subject Stock”), the Selling Shareholder shall notify the Investor in writing prior to entering into any agreement or transaction with respect to the proposed transfer of the Subject Stock. Such notice (the “Transfer Notice”) will set forth the number of shares of Subject Stock that the Selling Shareholder desires to transfer, and the material terms of a transaction in which the Selling Shareholder is willing to engage, including the proposed transfer price payable in cash or other consideration and the name of the proposed purchaser or transferee. Any transfer by a Shareholder without compliance with this Section 2 shall be void ab initio.

b)Within 15 days of its receipt of the Transfer Notice (the “Notice Period”), the Investor may notify the Selling Shareholder in writing as to whether it intends to purchase all or any portion of the Subject Stock on the terms and conditions set forth in the Transfer Notice (the “Response Notice”), which notice shall specify the time, place and date for settlement of such purchase. A Response Notice shall constitute a binding and irrevocable election of the Investor, as the case may be, delivering such Response Notice to purchase the portion of the Subject Stock specified therein.

c)The parties will consummate the sale of the Subject Stock at the time and in the manner set forth in this Section 2, in respect of any Subject Stock for which the Response Notices, collectively, present an offer. Upon such closing or if no Response Notice is delivered to the Selling Shareholder within the time periods specified in Section 2(b), the Selling Shareholder may proceed with the proposed transfer of the Subject Stock not so purchased by the Investor, if any, based on the terms and conditions set forth in the Transfer Notice.

d)A Selling Shareholder may transfer Subject Stock pursuant to this Section 2 to a proposed third-party transferee if (i) the Investor does not provide a Response Notice or the Investor provides a Response Notice but fails to purchase the Subject Stock at the time and in the manner set forth in this Section 2, (ii) the Selling Shareholder enters into a definitive agreement to transfer all of the Subject Stock within 30 days of the end of the Notice Period and (iii) consummates the transfer within 45 days after entering into the definitive agreement. If the proposed transfer fails to comply with this subsection (d) or if the Selling Shareholder fails to enter into a definitive agreement or fails to consummate the transfer within the time periods set forth above, the right of the Selling Shareholder to transfer the Subject Stock shall expire and the Selling Shareholder shall be required to initiate the process set forth in Section 2 again before selling any portion of the Subject Stock

 Each Party hereby represents and warrants on behalf of itself to each other Party that:

a)it is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of formation;

b)it has the power and authority to own its assets, carry on its business and execute, deliver, and perform its obligations under this Agreement;

c)it is duly qualified to do business and is licensed and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification or license except where such failure to qualify would not have a material adverse effect on the business or financial condition of such Party; and

d)this Agreement has been duly executed and delivered by it, and (assuming due authorization, execution and delivery by the other Parties) this Agreement constitutes a legal, valid and binding obligation of such Party enforceable against such Party in accordance with its terms.

a)Notices.  Except as otherwise provided in this Agreement, notices and other communications under this Agreement shall be in writing and shall be deemed properly served if: (i) by a recognized overnight courier service, (iii) delivered personally, or (iv) sent by facsimile transmission addressed to each Party at its address for notices specified on the signature page hereto, or at such other address, or to the attention of such officer, as any Party shall have furnished to each other Party in writing pursuant to this Section 4(a).  Such notice shall be deemed to have been received:  (i) three (3) business days after the date of mailing if sent by a recognized overnight courier service, (ii) the date of delivery if personally delivered, or (iii) the next succeeding business day after transmission by facsimile with confirmation of receipt.

b) Third Parties. None of the provisions of this Agreement shall be for the benefit of or enforceable by or against any persons not a party to this Agreement.

c)Governing Law. All rights and obligations hereunder will be governed by the laws of the State of Delaware, without regard to the conflicts of law provisions of such jurisdiction.

d)Severability of Provisions.  In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

e)Counterparts.  This Agreement may be executed in any number of counterparts all of which taken together shall constitute one agreement and any Party hereto may execute this Agreement by signing any such counterpart.

f)If the Shareholder transfers any Capital Stock of the Company to any other person (a “Transferee”), the Shareholder shall procure that, as a condition to such transfer, the Transferee first enters into a deed of adherence (in form and substance satisfactory to the Investors) pursuant to which the Transferee shall agree to be bound by and comply in all respects with the provisions of this Agreement.

 

By: /s/Yakov Kogan

Name: Yakov Kogan

Title: CEO

Address: 73 High Street, Buffalo, NY 14203, USA

By: /s/Chrystalla Comondrou Stylla                    

Name: Thackery Investments Limited

Title: Director

Address: Coastal Building, Wickham’s Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Island.

By: /s/Yakov Kogan

Name: Yakov Kogan

Title: CEO

Address: 73 High Street, Buffalo, NY 14203, USA

By: /s/Alexander Polinsky

Name: Alexander Polinsky

Title: Director