IO Biotech, Inc. Sample Contracts

•] Shares IO Biotech, Inc. COMMON STOCK (PAR VALUE [•]) UNDERWRITING AGREEMENT
Underwriting Agreement • November 1st, 2021 • IO Biotech, Inc. • Pharmaceutical preparations • New York
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IO BIOTECH, INC. COMMON STOCK SALES AGREEMENT
Sales Agreement • February 15th, 2023 • IO Biotech, Inc. • Pharmaceutical preparations • New York
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DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 1st, 2021 • IO Biotech, Inc. • Pharmaceutical preparations • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of the [•] day of [•], 2021, by and between IO Biotech, Inc., a Delaware corporation (the “Company”), and [•] (“Indemnitee”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 7th, 2023 • IO Biotech, Inc. • Pharmaceutical preparations

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 7, 2023, is entered into by and among IO BIOTECH, INC., a Delaware corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Stock Purchase Agreement by and among 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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INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • November 1st, 2021 • IO Biotech, Inc. • Pharmaceutical preparations • Delaware

THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of October 29, 2021, by and among IO Biotech, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder”.

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SECURITIES PURCHASE AGREEMENT BY AND AMONG IO BIOTECH, INC., AND THE PURCHASERS AS SET FORTH HEREIN AUGUST 7, 2023
Securities Purchase Agreement • August 7th, 2023 • IO Biotech, Inc. • Pharmaceutical preparations • Delaware

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of August 7, 2023, by and among IO Biotech, Inc., a Delaware corporation (the “Company”), and the entities listed on Exhibit A attached to this Agreement (each, a “Purchaser” and together, the “Purchasers”).

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Clinical Trial Collaboration and Supply Agreement by and among MSD International GmbH, MSD International Business GmbH, and Collaborator (as defined below) Clinical Trial Collaboration and Supply Agreement - Information Sheet
Clinical Trial Collaboration and Supply Agreement • December 6th, 2021 • IO Biotech, Inc. • Pharmaceutical preparations • New York

This Clinical Trial Collaboration and Supply Agreement is entered into as of the Effective Date, by and among MSD International GmbH (“MSDIG”), MSD International Business GmbH (“MSDIB” and, collectively with MSDIG, “MSD”), each having a place of business at [***], and Collaborator (as defined below), having a place of business at the Collaborator Address (as defined below). MSD and Collaborator are each referred to herein individually as a “Party” and collectively as the “Parties”.

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COMMON STOCK WARRANT IO BIOTECH, INC.
Common Stock Warrant • December 20th, 2024 • IO Biotech, Inc. • Pharmaceutical preparations • New York

THIS COMMON STOCK WARRANT (this “Warrant”) certifies that, for value received, [___] or its assigns (the “Warrantholder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. Eastern time on the earlier of (i) [___],3 and (ii) one (1) day prior to the closing of an Acquisition (as defined below) (the earliest of the foregoing, the “Termination Date”) but not thereafter, to subscribe for and purchase from IO Biotech, Inc., a Delaware corporation (the “Company”), up to [___]4 Shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Share of Common Stock under this Warrant shall be equal to the Strike Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain Warrant Issuance Agreement, dated as of December 19, 2024, by and between the Company and the

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OPTION ASSIGNMENT AGREEMENT between IO Biotech ApS and Herlev Hospital
Option Assignment Agreement • October 26th, 2021 • IO Biotech, Inc. • Pharmaceutical preparations

THIS OPTION ASSIGNMENT AGREEMENT (this “Agreement”) shall come into force and be effective as of the Effective Date as defined below, cf. Clause 1, and is entered into by and between

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Severance Agreement
Severance Agreement • November 13th, 2023 • IO Biotech, Inc. • Pharmaceutical preparations
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2nd AMENDMENT TO OPTION ASSIGNMENT AGREEMENT BETWEEN HERLEV AND GENTOFTE HOSPITAL AND IO BIOTECH ApS (Assignment of Arginase 1)
Option Assignment Agreement • October 26th, 2021 • IO Biotech, Inc. • Pharmaceutical preparations

have entered into this amendment to the assignment agreement entered into between the Parties on 27 March 2017 regarding the grant by the Hospital to the Company of an option to acquire certain intellectual property rights.

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ASSIGNMENT AGREEMENT BETWEEN HERLEV AND GENTOFTE HOSPITAL AND IO BIOTECH ApS
Assignment Agreement • October 26th, 2021 • IO Biotech, Inc. • Pharmaceutical preparations

have entered into this assignment agreement regarding the assignment by the Hospital to the Company of certain intellectual property rights on the terms and conditions set out in the following.

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CLINICAL TRIAL COLLABORATION AND SUPPLY AGREEMENT by and among MSD International GmbH, MSD International Business GmbH, and IO Biotech ApS
Clinical Trial Collaboration and Supply Agreement • October 26th, 2021 • IO Biotech, Inc. • Pharmaceutical preparations • New York

This CLINICAL TRIAL COLLABORATION AND SUPPLY AGREEMENT (this “Agreement”), is entered into as of the date of last signature hereunder (the “Effective Date”), by and among MSD International GmbH (“MSDIG”), MSD International Business GmbH (“MSDIB” and collectively with MSDIG, “MSD”), having a place of business at [***] and IO Biotech ApS, having a place of business at [***] (“Company”). MSD and Company are each referred to herein individually as “Party” and collectively as “Parties”.

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Addendum to Service Agreement
Service Agreement • October 26th, 2021 • IO Biotech, Inc. • Pharmaceutical preparations
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FORM OF COMMON STOCK PURCHASE WARRANT IO BIOTECH, INC.
Common Stock Purchase Warrant • August 7th, 2023 • IO Biotech, Inc. • Pharmaceutical preparations • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] or [its/his/her] assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. Eastern time on the earlier of (i) February 7, 2027, and (ii) one day prior to the closing of an Acquisition (as defined below) (the earliest of the foregoing, the “Termination Date”) but not thereafter, to subscribe for and purchase from IO Biotech, Inc., a Delaware corporation (the “Company”), up to shares of common stock, par value $0.001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). The Warrant is being issued pursuant to that certain Stock Purchase Agreement, dated as o

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FRAMEWORK ASSIGNMENT AGREEMENT BETWEEN HERLEV HOSPITAL AND IO BIOTECH ApS
Framework Assignment Agreement • October 26th, 2021 • IO Biotech, Inc. • Pharmaceutical preparations

have entered into a framework assignment agreement regarding the potential assignment from the Hospital to the Company of intellectual property rights and title in and to certain inventions which may be made by the Hospital or any of its employees on the terms and conditions set out in this framework assignment agreement.

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Execution version Agreement on Payment for Specific Services IO Biotech ApS and Herlev og Gentofte Hospital
Agreement on Payment for Specific Services • October 26th, 2021 • IO Biotech, Inc. • Pharmaceutical preparations

(such agreements together with any other agreements and understandings between the Parties in force as of the date of this Agreement hereinafter collectively referred to as the “Principal Agreements”);

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OPTION ASSIGNMENT AGREEMENT BETWEEN HERLEV AND GENTOFTE HOSPITAL AND IO BIOTECH ApS (Option on assignment of Arginase 1)
Option Assignment Agreement • October 26th, 2021 • IO Biotech, Inc. • Pharmaceutical preparations

have entered into this option assignment agreement regarding the grant by the Hospital to the Company of an option to acquire certain intellectual property rights on the terms and conditions set out in the following.

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Service Agreement
Service Agreement • October 26th, 2021 • IO Biotech, Inc. • Pharmaceutical preparations
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1st AMENDMENT TO OPTION ASSIGNMENT AGREEMENT BETWEEN HERLEV AND GENTOFTE HOSPITAL AND IO BIOTECH ApS (1st amendment to Option Assignment Agreement of Arginase 1)
Option Assignment Agreement • October 26th, 2021 • IO Biotech, Inc. • Pharmaceutical preparations

have entered into this amendment to the assignment agreement entered into between the Parties on 27 March 2017 regarding the grant by the Hospitals to the Company of an option to acquire certain intellectual property rights.

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GUARANTEE AGREEMENT IO BIOTECH (IEU LS)
Guarantee Agreement • December 20th, 2024 • IO Biotech, Inc. • Pharmaceutical preparations
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ADDENDUM I TO OPTION ASSIGNMENT AGREEMENT between IO Biotech ApS and Herlev Hospital
Option Assignment Agreement • October 26th, 2021 • IO Biotech, Inc. • Pharmaceutical preparations
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Addendum to Service Agreement
Service Agreement • October 26th, 2021 • IO Biotech, Inc. • Pharmaceutical preparations
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SIDE LETTER RELATING TO AN UP TO EUR 20,000,000 ACCORDION TRANCHE between and Dated: IO BIOTECH APS as Borrower EUROPEAN INVESTMENT BANK as Bank 19 DECEMBER 2024
Side Letter • December 20th, 2024 • IO Biotech, Inc. • Pharmaceutical preparations
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Execution version Service Agreement IO Biotech ApS – Mai-Britt Zocca
Service Agreement • October 26th, 2021 • IO Biotech, Inc. • Pharmaceutical preparations
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REGISTRATION RIGHTS AGREEMENT IO BIOTECH (IEU LS) (Serapis No: 2024-0179; FI No: 97869)
Registration Rights Agreement • December 20th, 2024 • IO Biotech, Inc. • Pharmaceutical preparations • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 19, 2024, is entered into by and between IO BIOTECH, INC., a Delaware corporation (the “Company”), and the European Investment Bank, having its seat at 98-100 Boulevard Konrad Adenauer, L-2950 Luxembourg (together with its successors and permitted assigns, the “Warrantholder”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Warrant Issuance Agreement, by and among the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Warrant Issuance Agreement”).

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DATED DECEMBER 19, 2024 IO BIOTECH (IEU LS) IO BIOTECH, INC. as the Company AND THE EUROPEAN INVESTMENT BANK as the Original Warrantholder WARRANT ISSUANCE AGREEMENT
Warrant Issuance Agreement • December 20th, 2024 • IO Biotech, Inc. • Pharmaceutical preparations • New York
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