THIS VOTING AGREEMENT (this Agreement), is made and entered into as of this 7th day of September, 2019, by and among Kiromic, Inc., a Delaware corporation (the Company), each holder of the Series B Preferred Stock, $0.01 par value per share, of the Company (Series B Preferred Stock or Preferred Stock) listed on Schedule A (together with any subsequent investors, or transferees, who become parties hereto as Investors pursuant to Subsections 6.1(a) or 6.2 below, the Investors), and those certain stockholders of the Company listed on Schedule B (together with any subsequent stockholders, or any transferees, who become parties hereto as Key Holders pursuant to Subsection 6.2 below, the Key Holders, and together collectively with the Investors, the Stockholders).
A. Concurrently with the execution of this Agreement, the Company and the Investors are entering into a Series B Preferred Stock Purchase Agreement (the Purchase Agreement) providing for the sale of shares of the Series B Preferred Stock, and in connection with that agreement the parties desire to provide the Investors with the right, among other rights, to designate the election of certain members of the board of directors of the Company (the Board) in accordance with the terms of this Agreement.
NOW, THEREFORE, the parties agree as follows:
1. Voting Provisions Regarding the Board.
1.1 Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board:
(a) One person who shall be designated by a majority of the holders of record as of the date hereof of shares of Series B Preferred Stock with a purchase price of at least $1,000,000 to serve as a director of the Company for so long as such holders of record continue to beneficially own not less than 25% of the issued and outstanding shares of Series B Preferred Stock, which person is now designated to be Angelo Minotti or a person designated by him.
To the extent that clause (a) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate.
For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a Person) shall be deemed an Affiliate of another 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, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.