0001193125-18-360714 Sample Contracts

TCR2 THERAPEUTICS INC. [FORM OF] OFFICER INDEMNIFICATION AGREEMENT
Officer Indemnification Agreement • December 28th, 2018 • Tcr2 Therapeutics Inc. • Biological products, (no disgnostic substances) • Delaware

This Indemnification Agreement (“Agreement”) is made as of by and between TCR2 Therapeutics Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).1

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TCR2 THERAPEUTICS INC. [FORM OF] DIRECTOR INDEMNIFICATION AGREEMENT
Director Indemnification Agreement • December 28th, 2018 • Tcr2 Therapeutics Inc. • Biological products, (no disgnostic substances) • Delaware

This Indemnification Agreement (“Agreement”) is made as of by and between TCR2 Therapeutics Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

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EMPLOYMENT AGREEMENT
Employment Agreement • December 28th, 2018 • Tcr2 Therapeutics Inc. • Biological products, (no disgnostic substances) • Massachusetts

This Employment Agreement (“Agreement”) is made by and between TCR2 Therapeutics Inc., a Delaware corporation (the “Company”), and (the “Executive”), and is 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 Equity Documents and the Restrictive Covenants Agreement (each as defined below) and subject to Section 10 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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TCR2 THERAPEUTICS INC. AMENDED AND RESTATED CONSULTING AGREEMENT
Consulting Agreement • December 28th, 2018 • Tcr2 Therapeutics Inc. • Biological products, (no disgnostic substances) • Massachusetts

This Amended and Restated Consulting Agreement (the “Agreement”), made this 9th day of May, 2017 (“Effective Date”), is entered into by TCR2 Therapeutics Inc., a Delaware corporation (the “Company”), Mitchell Finer (the “Dr. Finer”), and Pattern Recognition Ventures (the “Consultant” and, collectively with the Company and Dr. Finer, the “Parties”).

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ROYALTY TRANSFER AGREEMENT
Royalty Transfer Agreement • December 28th, 2018 • Tcr2 Therapeutics Inc. • Biological products, (no disgnostic substances) • Massachusetts

This Royalty Transfer Agreement (the “Agreement”) is made and entered into on May 26, 2016 (the “Effective Date”), by and between TCR2, Inc., a Delaware corporation (the “Company”), MPM Oncology Charitable Foundation, Inc. a Massachusetts charitable foundation (the “MPM Charitable Foundation”) and the UBS Optimus Foundation, a Swiss charitable foundation “Optimus.” and together with the MPM Charitable Foundation, the “Charitable Foundations”).

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TCR2, INC. CONSULTING AGREEMENT
Consulting Agreement • December 28th, 2018 • Tcr2 Therapeutics Inc. • Biological products, (no disgnostic substances) • Massachusetts

THIS CONSULTING AGREEMENT (the “Agreement”), made this first day of October, 2015, is entered into by TCR2, Inc., a Delaware corporation (the “Company”), and Patrick Baeuerle (the “Consultant”).

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INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933,...
License Agreement • December 28th, 2018 • Tcr2 Therapeutics Inc. • Biological products, (no disgnostic substances) • New York
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TCR2 THERAPEUTICS, INC. CONSULTING AGREEMENT
Consulting Agreement • December 28th, 2018 • Tcr2 Therapeutics Inc. • Biological products, (no disgnostic substances) • Massachusetts

This Consulting Agreement (the “Agreement”) is effective October 1st, 2017 (the “Effective Date”) and entered into by TCR2 Therapeutics, Inc., a Delaware corporation (the “Company”), and Globeways Holdings Limited, a British Virgin Islands corporation with a correspondence address at 8 Rue Saint Leger, 1205 Geneva, Switzerland (the “Consultant”).

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LETTER AGREEMENT
Letter Agreement • December 28th, 2018 • Tcr2 Therapeutics Inc. • Biological products, (no disgnostic substances)

Reference is made to that certain Series A Preferred Stock Purchase Agreement, dated as of October 16, 2015 (“Purchase Agreement”), by and among TCR2, Inc., a Delaware corporation (the “Company”) and the other parties thereto, as amended by that certain Amendment No. 1 to Series A Preferred Stock Purchase Agreement, dated as of January 29, 2016, by and among the Company and parties listed on the signature pages thereto. By executing and delivering this letter, in connection with the purchase by UBS Oncology Impact Fund LP. (“OIF”) of 3,258,427 shares of Series A Preferred Stock of the Company at the Additional Closing (as defined in the Purchase Agreement), OIF MPM Oncology Impact fund Charitable foundation, the UBS Optimus foundation and the Company hereby acknowledges and agree as follows:

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LEASE AGREEMENT
License Agreement • December 28th, 2018 • Tcr2 Therapeutics Inc. • Biological products, (no disgnostic substances) • Massachusetts

THIS LEASE AGREEMENT is made as of this 30th day of June, 2017, between ARE-MA REGION NO. 45, LLC, a Delaware limited liability company (“Landlord”), and TCR2 THERAPEUTICS INC., a Delaware corporation (“Tenant”).

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Contract
Joinder Agreement • December 28th, 2018 • Tcr2 Therapeutics Inc. • Biological products, (no disgnostic substances) • England and Wales

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED

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COMMON STOCK WARRANT
Common Stock Warrant • December 28th, 2018 • Tcr2 Therapeutics Inc. • Biological products, (no disgnostic substances) • Delaware

THIS WARRANT CERTIFIES THAT, for value received, [ ] (the “Holder”) is entitled to purchase from TCR2 Therapeutics Inc., a Delaware corporation (the “Company”), up to [ ] fully paid and nonassessable shares (the “Shares”) (as adjusted pursuant to Section 2 below) of Common Stock, $0.0001 par value (“Common Stock”), of the Company, at the price of $[ ] per share (the “Exercise Price”) (as adjusted pursuant to Section 2 below), subject to the provisions and upon the terms and conditions set forth below. This Warrant shall expire on [ ] (the “Expiration Date”).

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