•] Shares XILIO THERAPEUTICS, INC. COMMON STOCK, $0.0001 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • October 18th, 2021 • Xilio Therapeutics, Inc. • Pharmaceutical preparations • New York
The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”), Cowen and Company, LLC (“Cowen”) and Guggenheim Securities, LLC (together with Morgan Stanley and Cowen, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Xilio Therapeutics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of shares (the “Shares”) of the common stock, $0.0001 par value per share, of the Company (the “Common Stock”).
SERVICE AGREEMENTService Agreement • October 18th, 2021 • Xilio Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS SERVICE AGREEMENT (this “Agreement”), made this 11th day of June, 2020, is entered into by Xilio Therapeutics Inc., a Delaware corporation (the “Company”), and Daniel S. Lynch (the “Director”).
Xilio Therapeutics, Inc. NONSTATUTORY STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORNon-Employee Director Nonstatutory Stock Option Agreement • October 18th, 2021 • Xilio Therapeutics, Inc. • Pharmaceutical preparations
For so long as Participant remains an Eligible Participant (as defined in Section 3(b) hereof) on the relevant date, this stock option shall vest as set forth below; provided that, if a Participant is an Eligible Participant on the date of the Participant’s death or disability (as defined in Section 3(d) hereof) or due to a change in control of the Company (as defined in Exhibit A), all shares subject to this stock option shall immediately become fully vested effective as of the date of such death, disability or change in control.
Xilio Therapeutics, Inc. STOCK OPTION AGREEMENTStock Option Agreement • October 18th, 2021 • Xilio Therapeutics, Inc. • Pharmaceutical preparations
For so long as Participant remains an Eligible Participant (as defined in Section 3(b) hereof) on the relevant date, this stock option shall vest as set forth below; provided that, if a Participant is an Eligible Participant on the date of the Participant’s death or disability (as defined in Section 3(d) hereof), all shares subject to this stock option shall immediately become fully vested effective as of the date of such death or disability.
