AMENDED STIPULATION OF SETTLEMENT AND MUTUAL RELEASE

WHEREAS, on July 2, 2021, Empery Asset Master, Ltd., Empery Tax Efficient, LP, and Empery Tax Efficient III, LP (collectively, the “Empery Funds”) participated in a public offering by Kiromic Biopharma, Inc. (“Kiromic” or the “Company”) pursuant to which the Empery Funds purchased an aggregate of 1,000,000 shares of common stock, par value $0.001 per share (“Common Stock”) of Kiromic for $5 million (the “Offering”);

WHEREAS, on June 25, 2021, Kiromic filed a registration statement (the “Registration Statement”) with the Securities Exchange Commission in connection with the Offering, signed by Maurizio Chiriva-Inernati, Tony Tontat, Gianluca Rotino, Pietro Bersani, Americo Cicchetti, Michael Nagel, and Jerry Schneider (collectively, the “Individual Defendants,” and together with Kiromic and ThinkEquity (as defined below), the “Defendants”) (Defendants, together with the Empery Funds, the “Parties”);

WHEREAS, on June 29, 2021, Kiromic filed a final prospectus (the “Prospectus,” and together with the Registration Statement, the “Offering Documents”) with the Securities Exchange Commission in connection with the Offering;

WHEREAS, the Empery Funds claim that the Offering Documents contained untrue statements of material fact, omitted material facts, and failed to make adequate disclosures concerning the imposition of a hold by the Food and Drug Administration relating to certain clinical trials that Kiromic was conducting;

WHEREAS, on March 7, 2022, the Empery Funds filed an action against Kiromic and the Individual Defendants in the United States District Court for the Southern District of New York, entitled Sabby Volatility Warrant Master Fund Ltd., et al. v. Kiromic Biopharma Inc, et al., Civil Action No. 1:22-cv-01927, alleging violations of Sections 11, 12(a)(2) and 15 of the Securities Act (the “Action”);

WHEREAS, on July 22, 2022, the Empery Funds amended their complaint against Kiromic (the “Amended Complaint”), to add, among other things, ThinkEquity LLC (“ThinkEquity”) as a defendant;

WHEREAS, the Defendants (with the exception of ThinkEquity) moved to dismiss the Amended Complaint on September 22, 2022, and ThinkEquity filed an answer on September 17, 2022;

WHEREAS, the Defendants deny the allegations in the Amended Complaint and maintain that the Offering Documents complied in all respects with the Securities Act of 1933, the rules and regulations thereunder, and all other applicable law;

WHEREAS, the Parties (with the exception of ThinkEquity) desire to fully settle and resolve all issues and claims that relate in any way to the allegations set forth in the Action without the admission of any fault or liability on the part of any of the Parties;

WHEREAS, the Parties entered into the initial Stipulation of Settlement and Mutual Release on October 9, 2022 (the “Initial Agreement”);

WHEREAS, prior to the execution of the Initial Agreement by all Parties, the Empery Funds voluntarily dismissed their claims against ThinkEquity without prejudice;

AND WHEREAS, the Parties, each acting on his or its own behalf and having been represented by counsel, have approved the Initial Agreement and the amended settlement terms described below (the “Amended Agreement”);

NOW, THEREFORE, in consideration of and in return for the promises and covenants undertaken by the Parties herein and the releases given herein, the adequacy of which consideration is acknowledged, the Parties agree as follows:

If to the Empery Funds:

c/o Empery Asset Management, LP

1 Rockefeller Plaza, Suite 1205

New York, NY 10020

Attention:  Ryan M. Lane

Telephone:  +1(212) 608-3300

Email:  notices@emperyam.com

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With a copy (for informational purposes only) to:

Andrew Gladstein

Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
Telephone:(212) 756-2000
Facsimile:(212) 593-5955
E-mail:andrew.gladstein@srz.com

If to Kiromic:

Kiromic Biopharma Inc.

Attention: Pietro Bersani, Chief Executive Officer

7707 Fannin, Suite 140

Houston, TX 77054

Telephone:(832) 968-4888

E-mail:pbersani@kiromic.com

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With a copy (for informational purposes only) to:

Hogan Lovells US LLP 390 Madison Ave.

New York, NY 10017 Attention: William M. Regan, Esq. Telephone: (212) 918-3000

E-Mail: William.Regan@hoganlovells.com

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IN WITNESS WHEREOF, the Parties have caused this Amended Agreement to be executed by themselves or their duly authorized representatives on the respective dates set forth below.

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EMPERY ASSET MASTER, LTD.

By: Empery Asset Management, LP

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By: ____________________

Name: Brett Director

Title: General Counsel

Date:

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EMPERY TAX EFFICIENT, LP

By: Empery Asset Management, LP

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By: ____________________

Name: Brett Director

Title: General Counsel

Date:

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EMPERY TAX EFFICIENT III, LP

By: Empery Asset Management, LP

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By: ____________________

Name: Brett Director

Title: General Counsel

Date:

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KIROMIC BIOPHARMA, INC.

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By: ____________________

Name: Pietro Bersani

Title: Chief Executive Officer

Date:

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Americo Cicchetti

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____________________

Name: Americo Cicchetti

Date:

Michael Nagel

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____________________

Name: Michael Nagel

Date:

Jerry Schneider

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____________________

Name: Jerry Schneider

Date:

Pietro Bersani

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____________________

Name: Pietro Bersani

Date:

Gianluca Rotino

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____________________

Name: Gianluca Rotino

Date:

Tony Tontat

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____________________

Name: Tony Tontat

Date:

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Maurizio Chiriva-Inernati

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____________________

Name: Maurizio Chiriva-Inernati

Date:

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