0001193125-18-094098 Sample Contracts

SURFACE ONCOLOGY, INC. INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • March 23rd, 2018 • Surface Oncology, Inc. • Biological products, (no disgnostic substances) • Delaware

THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 6th day of November, 2014, by and among SURFACE ONCOLOGY, 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”.

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SURFACE ONCOLOGY, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENT
Director Indemnification Agreement • March 23rd, 2018 • Surface Oncology, Inc. • Biological products, (no disgnostic substances) • Delaware

This Indemnification Agreement (“Agreement”) is made as of [________________] by and between Surface Oncology, Inc., a Delaware corporation (the “Company”), and [____________] (“Indemnitee”).

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SURFACE ONCOLOGY, INC. FORM OF OFFICER INDEMNIFICATION AGREEMENT
Officer Indemnification Agreement • March 23rd, 2018 • Surface Oncology, Inc. • Biological products, (no disgnostic substances) • Delaware

This Indemnification Agreement (“Agreement”) is made as of [________________] by and between Surface Oncology, Inc., a Delaware corporation (the “Company”), and [____________] (“Indemnitee”).

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EMPLOYMENT AGREEMENT
Employment Agreement • March 23rd, 2018 • Surface Oncology, Inc. • Biological products, (no disgnostic substances) • Massachusetts

This Employment Agreement (the “Agreement”) is by and between Surface Oncology, Inc. (the “Company”) and Vito Palombella, Ph.D. (the “Executive”) and is made effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”). Except with respect to the Restrictive Covenants Agreements and the Equity Documents (each as defined below), this Agreement supersedes, amends and restates in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation any offer letter, employment agreement or severance agreement.

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INCENTIVE STOCK OPTION AGREEMENT UNDER THE SURFACE ONCOLOGY, INC.
Incentive Stock Option Agreement • March 23rd, 2018 • Surface Oncology, Inc. • Biological products, (no disgnostic substances)

Pursuant to the Surface Oncology, Inc. 2018 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Surface Oncology, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.

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NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE SURFACE ONCOLOGY, INC.
Non-Qualified Stock Option Agreement • March 23rd, 2018 • Surface Oncology, Inc. • Biological products, (no disgnostic substances)

Pursuant to the Surface Oncology, Inc. 2018 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Surface Oncology, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.

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EMPLOYMENT AGREEMENT
Employment Agreement • March 23rd, 2018 • Surface Oncology, Inc. • Biological products, (no disgnostic substances) • Massachusetts

This Employment Agreement (the “Agreement”) is by and between Surface Oncology, Inc. (the “Company”) and Robert Ross, M.D. (the “Executive”) and is made effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”). Except with respect to the Restrictive Covenants Agreements and the Equity Documents (each as defined below), this Agreement supersedes, amends and restates in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation any offer letter, employment agreement or severance agreement.

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COLLABORATION AGREEMENT by and between SURFACE ONCOLOGY, INC. and NOVARTIS INSTITUTES FOR BIOMEDICAL RESEARCH, INC.
Collaboration Agreement • March 23rd, 2018 • Surface Oncology, Inc. • Biological products, (no disgnostic substances) • New York

THIS COLLABORATION AGREEMENT (this “Agreement”), entered into as of January 9, 2016 (the “Effective Date”), is entered into by and between Surface Oncology, Inc., a corporation organized and existing under the Laws of the State of Delaware (“Surface”), and Novartis Institutes for BioMedical Research, Inc., a corporation organized and existing under the Laws of the State of Delaware (“Novartis”). Surface and Novartis are referred to in this Agreement individually as a “Party” and collectively as the “Parties”.

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NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE SURFACE ONCOLOGY, INC .
Non-Qualified Stock Option Agreement • March 23rd, 2018 • Surface Oncology, Inc. • Biological products, (no disgnostic substances)

Pursuant to the Surface Oncology, Inc. 2018 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Surface Oncology, Inc. (the “Company”) hereby grants to the Optionee named above, who is a Director of the Company but is not an employee of the Company, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.

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EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • March 23rd, 2018 • Surface Oncology, Inc. • Biological products, (no disgnostic substances) • Massachusetts

This Agreement is effective as of September 23, 2015 (the “Effective Date”), by and between Harbour Antibodies B.V., a Netherlands corporation located at Erasmus MC Building EE, Room 07-22, Wytemaweg 80, 3015 CN Rotterdam, The Netherlands (“Harbour”), and Surface Oncology, Inc., a Delaware corporation located at 215 First Street, Suite 400-S, Cambridge, MA 02142, USA (“Surface”). Harbour and Surface are each sometimes referred to herein as a “Party” or collectively as the “Parties.”

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DEVELOPMENT AND OPTION AGREEMENT
Development and Option Agreement • March 23rd, 2018 • Surface Oncology, Inc. • Biological products, (no disgnostic substances) • Massachusetts

THIS DEVELOPMENT AND OPTION AGREEMENT (the “Agreement”) is made effective as of July 3, 2014 (the “Effective Date”), by and between Adimab, LLC, a Delaware limited liability company having an address at 7 Lucent Drive, Lebanon, NH 03766 (“Adimab”), and Surface Oncology, Inc., a Delaware corporation having an address at 25 First Street, Suite 303, Cambridge, MA 02141 (“Surface”).

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Re: Separation Agreement
Separation Agreement • March 23rd, 2018 • Surface Oncology, Inc. • Biological products, (no disgnostic substances) • Massachusetts

This sets forth the terms and conditions associated with the ending of your employment with Surface Oncology, Inc. (“Surface” or the “Company”). The Company’s Board of Directors (the “Board”) appreciates your contributions and would like to make this transition as smooth as possible. With that in mind and consistent with the terms of your March 7, 2015 Employment Agreement with the Company (the “Employment Agreement”), the Company shall provide you with the Termination Benefits set forth below provided you enter into, do not revoke and comply with the terms of this Separation Agreement (this “Agreement”). The Company is also electing to provide you with additional Termination Benefits not contemplated in the Employment Agreement in the form of additional vested equity, a revised mix of options for exercise, and a continued role with the Company as a director serving on the Board, all as set forth in this Agreement. With those understandings, September 15, 2017 shall be the “Date of Ter

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EMPLOYMENT AGREEMENT
Employment Agreement • March 23rd, 2018 • Surface Oncology, Inc. • Biological products, (no disgnostic substances) • Massachusetts

THIS EMPLOYMENT AGREEMENT (this “Agreement”), made this 23rd day of November, 2016 is entered into by Surface Oncology, Inc., a Delaware corporation (the “Company”), and Daniel S. Lynch (the “Executive”).

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RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER THE SURFACE ONCOLOGY, INC.
Restricted Stock Unit Award Agreement • March 23rd, 2018 • Surface Oncology, Inc. • Biological products, (no disgnostic substances)

Pursuant to the Surface Oncology, Inc. 2018 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Surface Oncology, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.0001 per share (the “Stock”) of the Company.

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RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE SURFACE ONCOLOGY, INC.
Restricted Stock Unit Award Agreement • March 23rd, 2018 • Surface Oncology, Inc. • Biological products, (no disgnostic substances)

Pursuant to the Surface Oncology, Inc. 2018 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Surface Oncology, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.0001 per share (the “Stock”) of the Company.

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RESTRICTED STOCK AWARD AGREEMENT UNDER THE SURFACE ONCOLOGY, INC.
Restricted Stock Award Agreement • March 23rd, 2018 • Surface Oncology, Inc. • Biological products, (no disgnostic substances)

Pursuant to the Surface Oncology, Inc. 2018 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Surface Oncology, Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $0.0001 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Administrator.

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SURFACE ONCOLOGY, INC.
Shareholder Agreement • March 23rd, 2018 • Surface Oncology, Inc. • Biological products, (no disgnostic substances)

THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, A SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY THE CERTIFICATE OF INCORPORATION OF THE COMPANY, AS AMENDED, AND THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO INDEMNIFY IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOS

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