●] Shares INSTIL BIO, INC. COMMON STOCK, PAR VALUE $0.000001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 15th, 2021 • Instil Bio, Inc. • Biological products, (no disgnostic substances) • New York
INSTIL BIO, INC. AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________Preferred Stock Warrant Agreement • November 13th, 2024 • Instil Bio, Inc. • Biological products, (no disgnostic substances) • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between INSTIL BIO, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
INSTIL BIO, INC. AND _____________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF __________Common Stock Warrant Agreement • November 13th, 2024 • Instil Bio, Inc. • Biological products, (no disgnostic substances) • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between INSTIL BIO, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
INSTIL BIO, INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • November 13th, 2024 • Instil Bio, Inc. • Biological products, (no disgnostic substances) • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between INSTIL BIO, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
INSTIL BIO, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 15th, 2021 • Instil Bio, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of , 20 , and is between Instil Bio, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 16th, 2022 • Instil Bio, Inc. • Biological products, (no disgnostic substances) • Delaware
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) by and between Vijay Chiruvolu (“Executive”) and Instil Bio Inc. (the “Company”) is effective as of the date of the closing of the first sale of the Company’s Series B Preferred Stock (the “Effective Date”).
Sandeep “Steve” Laumas, M.D., Chief Financial Officer Re: One-Year Retention Bonus Agreement for Executive Officers Dear Steve:Retention Bonus Agreement • May 11th, 2023 • Instil Bio, Inc. • Biological products, (no disgnostic substances)
As you have been informed, Instil Bio, Inc. (the “Company”) is offering you the retention bonus described in this letter (the “One-Year Bonus Agreement”) as an incentive for your continued service to the Company in the coming years.
INSTIL BIO, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • February 12th, 2021 • Instil Bio, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of December 30, 2020, by and among Instil Bio, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto (together with any subsequent investors, or transferees who become parties hereto as “Investors” pursuant to Section 6.9, the “Investors”).
297175162 v1 February 12, 2024 Sandeep Laumas, CFO/CBO Re: 2024 Retention Bonus Agreement Dear Steve: As we have shared with you, Instil Bio, Inc. (the “Company”) is offering you the retention bonus described in this letter (this “2024 Retention Bonus...Retention Bonus Agreement • May 10th, 2024 • Instil Bio, Inc. • Biological products, (no disgnostic substances)
64265970.6 Execution Version FIRST AMENDMENT TO LOAN AGREEMENT AND OMNIBUS AMENDMENT TO LOAN DOCUMENTS THIS FIRST AMENDMENT TO LOAN AGREEMENT AND OMNIBUS AMENDMENT TO LOAN DOCUMENTS (this “Amendment”), dated as of July 10, 2024 (the “Amendment Date”),...Loan Agreement • August 13th, 2024 • Instil Bio, Inc. • Biological products, (no disgnostic substances)
INSTIL BIO, INC. 2018 STOCK INCENTIVE PLAN Adopted by the Board on September 20, 2018 Approved by the Stockholders on October 3, 20182018 Stock Incentive Plan • February 26th, 2021 • Instil Bio, Inc. • Biological products, (no disgnostic substances) • Delaware
277314868 v3 November 11, 2022 Zachary Roberts c/o counsel, Richard Davis (rdavis@richardwdavis.com) Dear Zachary: This letter sets forth the substance of the separation agreement (the “Agreement”) that Instil Bio, Inc. (the “Company”) is offering to...Separation Agreement • March 31st, 2023 • Instil Bio, Inc. • Biological products, (no disgnostic substances) • California
278719272 v2 INSTIL BIO, INC. December 8, 2022 Timothy Moore Via E-Mail Re: Separation and Consulting Agreement Dear Tim: This letter sets forth the terms of the separation and consulting agreement (the “Agreement”) that Instil Bio, Inc. (the...Separation and Consulting Agreement • March 31st, 2023 • Instil Bio, Inc. • Biological products, (no disgnostic substances)
Instil Bio, Inc.Separation Agreement • August 14th, 2023 • Instil Bio, Inc. • Biological products, (no disgnostic substances)
This letter sets forth the terms of the separation agreement (the “Agreement”) that Instil Bio, Inc. (the “Company”) is offering to aid in your employment transition.
February 12, 2024 [Name and Title] Re: 2024 Retention Bonus Agreement Dear _____________:Retention Bonus Agreement • February 14th, 2024 • Instil Bio, Inc. • Biological products, (no disgnostic substances)
As we have shared with you, Instil Bio, Inc. (the “Company”) is offering you the retention bonus described in this letter (this “2024 Retention Bonus Agreement” or this “Agreement”) as an incentive for your continued service to the Company over the next year.
29949910.v4 MEZZANINE LOAN AGREEMENT Dated as of June 10, 2022 Between COMPLEX THERAPEUTICS MEZZANINE LLC, as Borrower and OPG HERMES INVESTMENTS (DE) LLC, as Lender Property: 18408-18412 Oxnard Street, Los Angeles, California Loan Amount: $30,000,000...Mezzanine Loan Agreement • August 12th, 2022 • Instil Bio, Inc. • Biological products, (no disgnostic substances) • New York
ContractEmployment Agreement • March 31st, 2023 • Instil Bio, Inc. • Biological products, (no disgnostic substances) • California
64302122.5 Execution Version FIRST AMENDMENT TO MEZZANINE LOAN AGREEMENT AND OMNIBUS AMENDMENT TO MEZZANINE LOAN DOCUMENTS THIS FIRST AMENDMENT TO MEZZANINE LOAN AGREEMENT AND OMNIBUS AMENDMENT TO MEZZANINE LOAN DOCUMENTS (this “Amendment”), dated as...Mezzanine Loan Agreement • August 13th, 2024 • Instil Bio, Inc. • Biological products, (no disgnostic substances)
Confidential Execution Version LICENSE AND COLLABORATION AGREEMENT This LICENSE AND COLLABORATION AGREEMENT (the “Agreement”) is entered into as of August 1, 2024 (the “Effective Date”) between IMMUNEONCO BIOPHARMACEUTICALS (SHANGHAI) INC., a...License and Collaboration Agreement • August 13th, 2024 • Instil Bio, Inc. • Biological products, (no disgnostic substances)
Certain information in this document has been omitted from this exhibit because it is both (i) not material 28722485.v7 LOAN AGREEMENT Dated as of June 10, 2022 Between COMPLEX THERAPEUTICS LLC, as Borrower and OPG HERMES INVESTMENTS (DE) LLC, as...Loan Agreement • August 12th, 2022 • Instil Bio, Inc. • Biological products, (no disgnostic substances) • New York
AGREEMENT FOR THE SALE AND PURCHASE OF THE ENTIRE ISSUED SHARE CAPITAL OF IMMETACYTE LIMITEDAgreement for the Sale and Purchase of Shares • February 26th, 2021 • Instil Bio, Inc. • Biological products, (no disgnostic substances) • England
For clarity, if the Buyer triggers the Milestone set forth in paragraph 3.2(c) but the Milestone in paragraph 3.2(b) has not been recognised, both Milestones shall be recognised simultaneously.
ContractLease Agreement • August 13th, 2024 • Instil Bio, Inc. • Biological products, (no disgnostic substances) • California
INSTIL BIO, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • February 26th, 2021 • Instil Bio, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of December 30, 2020, by and among Instil Bio, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto (together with any subsequent investors, or transferees who become parties hereto as “Investors” pursuant to Section 6.9, the “Investors”).
