0001193125-19-094771 Sample Contracts

ARCUS BIOSCIENCES, INC, Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [ • ], 20__ Debt Securities
Indenture • April 2nd, 2019 • Arcus Biosciences, Inc. • Pharmaceutical preparations • New York

INDENTURE, dated as of [•], 20__, among Arcus Biosciences, Inc., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):

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ARCUS BIOSCIENCES, INC. AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________
Warrant Agreement • April 2nd, 2019 • Arcus Biosciences, Inc. • Pharmaceutical preparations • New York

THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between ARCUS BIOSCIENCES, 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”).

Arcus Biosciences, Inc. Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales Agreement
Sales Agreement • April 2nd, 2019 • Arcus Biosciences, Inc. • Pharmaceutical preparations • New York

Arcus Biosciences, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:

ARCUS BIOSCIENCES, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF
Common Stock Warrant Agreement • April 2nd, 2019 • Arcus Biosciences, Inc. • Pharmaceutical preparations • New York

THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between, ARCUS BIOSCIENCES, 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”).

ARCUS BIOSCIENCES, INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________
Warrant Agreement • April 2nd, 2019 • Arcus Biosciences, Inc. • Pharmaceutical preparations • New York

THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between ARCUS BIOSCIENCES, 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”).

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