0001193125-21-060613 Sample Contracts

INSTIL BIO, INC. 2018 STOCK INCENTIVE PLAN Adopted by the Board on September 20, 2018 Approved by the Stockholders on October 3, 2018
2018 Stock Incentive Plan • February 26th, 2021 • Instil Bio, Inc. • Biological products, (no disgnostic substances) • Delaware
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AGREEMENT FOR THE SALE AND PURCHASE OF THE ENTIRE ISSUED SHARE CAPITAL OF IMMETACYTE LIMITED
Agreement for the Sale and Purchase of Shares • February 26th, 2021 • Instil Bio, Inc. • Biological products, (no disgnostic substances) • England

For clarity, if the Buyer triggers the Milestone set forth in paragraph 3.2(c) but the Milestone in paragraph 3.2(b) has not been recognised, both Milestones shall be recognised simultaneously.

INSTIL BIO, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • February 26th, 2021 • Instil Bio, Inc. • Biological products, (no disgnostic substances) • Delaware

THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of December 30, 2020, by and among Instil Bio, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto (together with any subsequent investors, or transferees who become parties hereto as “Investors” pursuant to Section 6.9, the “Investors”).

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