0001140361-21-015275 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 30th, 2021 • Brooklyn ImmunoTherapeutics, Inc. • Pharmaceutical preparations • Illinois

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 26, 2021, by and between BROOKLYN IMMUNOTHERAPEUTICS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

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PURCHASE AGREEMENT
Purchase Agreement • April 30th, 2021 • Brooklyn ImmunoTherapeutics, Inc. • Pharmaceutical preparations • Illinois

PURCHASE AGREEMENT (the “Agreement”), dated as of April 26, 2021, by and between BROOKLYN IMMUNOTHERAPEUTICS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).

EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • April 30th, 2021 • Brooklyn ImmunoTherapeutics, Inc. • Pharmaceutical preparations

THIS EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is entered into as of this 26th day of April, 2021 (the “Effective Date”), by and between Factor Bioscience Limited, a company organized and existing under the laws of Ireland (“Factor”), Novellus Therapeutics Limited, a company organized and existing under the laws of Ireland (“Novellus”) (each of Factor and Novellus being referred to in this Agreement individually as a “Licensor” and collectively as the “Licensors”), and Brooklyn Immunotherapeutics LLC, a limited liability company organized and existing under the laws of the State of Delaware (“Licensee”). Factor, Novellus and Licensee may each be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

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