COMMON STOCK WARRANT IO BIOTECH, INC.Common Stock Warrant • December 20th, 2024 • IO Biotech, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT (this “Warrant”) certifies that, for value received, [___] or its assigns (the “Warrantholder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. Eastern time on the earlier of (i) [___],3 and (ii) one (1) day prior to the closing of an Acquisition (as defined below) (the earliest of the foregoing, the “Termination Date”) but not thereafter, to subscribe for and purchase from IO Biotech, Inc., a Delaware corporation (the “Company”), up to [___]4 Shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Share of Common Stock under this Warrant shall be equal to the Strike Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain Warrant Issuance Agreement, dated as of December 19, 2024, by and between the Company and the
GUARANTEE AGREEMENT IO BIOTECH (IEU LS)Guarantee Agreement • December 20th, 2024 • IO Biotech, Inc. • Pharmaceutical preparations
SIDE LETTER RELATING TO AN UP TO EUR 20,000,000 ACCORDION TRANCHE between and Dated: IO BIOTECH APS as Borrower EUROPEAN INVESTMENT BANK as Bank 19 DECEMBER 2024Side Letter • December 20th, 2024 • IO Biotech, Inc. • Pharmaceutical preparations
REGISTRATION RIGHTS AGREEMENT IO BIOTECH (IEU LS) (Serapis No: 2024-0179; FI No: 97869)Registration Rights Agreement • December 20th, 2024 • IO Biotech, Inc. • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 19, 2024, is entered into by and between IO BIOTECH, INC., a Delaware corporation (the “Company”), and the European Investment Bank, having its seat at 98-100 Boulevard Konrad Adenauer, L-2950 Luxembourg (together with its successors and permitted assigns, the “Warrantholder”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Warrant Issuance Agreement, by and among the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Warrant Issuance Agreement”).
DATED DECEMBER 19, 2024 IO BIOTECH (IEU LS) IO BIOTECH, INC. as the Company AND THE EUROPEAN INVESTMENT BANK as the Original Warrantholder WARRANT ISSUANCE AGREEMENTWarrant Issuance Agreement • December 20th, 2024 • IO Biotech, Inc. • Pharmaceutical preparations • New York
