COMMON STOCK PURCHASE WARRANT IN8BIO, INC.In8bio, Inc. • December 11th, 2023 • Biological products, (no disgnostic substances)
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [•] or its assigns (the “Holder”) 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 until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from IN8bio, Inc., a Delaware corporation (the “Company”), one share (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
IN8BIO, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 20th, 2021 • In8bio, Inc. • Biological products, (no disgnostic substances) • New York
IN8bio, Inc. INDEMNIFICATION AGREEMENTIndemnification Agreement • November 5th, 2020 • In8bio, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of _________________, 20__ and is between IN8bio, Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).
COMMON STOCK PURCHASE WARRANT IN8BIO, INC.In8bio, Inc. • December 11th, 2023 • Biological products, (no disgnostic substances)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [•] or its assigns (the “Holder”) 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. (New York City time) on June 13, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from IN8bio, Inc., a Delaware corporation (the “Company”), one share (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2023 • In8bio, Inc. • Biological products, (no disgnostic substances)
This Employment Agreement (the “Agreement”) is entered into as of January 20, 2021 (the “Effective Date”), by and between Patrick McCall (the “Executive”) and IN8bio, Inc., its subsidiaries, parents, affiliates, predecessors, successors and assigns (together, the “Company”) (Executive and the Company together, the “Parties”).
COMMON STOCK PURCHASE WARRANT IN8BIO, INC.In8bio, Inc. • December 11th, 2023 • Biological products, (no disgnostic substances)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [•] or its assigns (the “Holder”) 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. (New York City time) on December 13, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from IN8bio, Inc., a Delaware corporation (the “Company”), one share (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EXCLUSIVE LICENSE AGREEMENT between EMORY UNIVERSITY, CHILDREN’S HEALTHCARE OF ATLANTA, INC., UAB RESEARCH FOUNDATION, and Incysus, LTD.Exclusive License Agreement • October 16th, 2020 • In8bio, Inc. • Biological products, (no disgnostic substances) • Georgia
EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2024 • In8bio, Inc. • Biological products, (no disgnostic substances)
This Employment Agreement (the “Agreement”) is entered into as of October 7, 2021 (the “Effective Date”), by and between Trishna Goswami, MD (the “Executive”) and IN8bio, Inc., its subsidiaries, parents, affiliates, predecessors, successors and assigns (together, the “Company”) (Executive and the Company together, the “Parties”).
Second Amendment to Exclusive License Agreement between Emory University (“Emory”), Children’s Healthcare of Atlanta, Inc. (“CHOA”), The UAB Research Foundation (“UABRF”) and Incysus , Ltd.Exclusive License Agreement • October 16th, 2020 • In8bio, Inc. • Biological products, (no disgnostic substances)
This Second Amendment to Exclusive License Agreement (this “Second Amendment”) is made effective as of the date of the last signature of the Parties (as evidenced below their signatures on the signature page) (the “Second Amendment Effective Date”) by and between Emory University, Children’s Healthcare of Atlanta, Inc., The UAB Research Foundation (hereinafter together the “LICENSOR”) and Incysus Therapeutics, Inc. (“COMPANY”). COMPANY and Licensor may be each individually referred to as a party and collectively, the parties (“Party” or “Parties”).
EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENTEmployee Confidential Information and Invention Assignment Agreement • March 30th, 2023 • In8bio, Inc. • Biological products, (no disgnostic substances) • New York
In consideration of my employment or continued employment by IN8bio, Inc., its subsidiaries, parents, affiliates, predecessors, successors and assigns (together, the “Company”), the compensation paid to me now and during my employment with the Company, and the Company’s agreement to provide me with access to its Confidential Information (as defined below), I hereby enter into this Employee Confidential Information and Invention Assignment Agreement (the “Agreement”) and agree as follows:
Exclusive License Agreement Between The UAB Research Foundation and Incysus, Ltd. March 10, 2016Exclusive License Agreement • October 16th, 2020 • In8bio, Inc. • Biological products, (no disgnostic substances) • Alabama
This exclusive license agreement (this “Agreement”) is made and is effective as of March 10th, 2016 (the “Effective Date”) between The UAB Research Foundation (“UABRF”), a non-profit 501(c)(3) corporation incorporated in the State of Alabama with its principal place of operations at 701 20th Street South, Birmingham, AL 35233 and Incysus, Ltd. (the “Licensee”), an entity incorporated in Bermuda, with its principal place of operations at Clarendon House 2 Church Street Hamilton HM 11, Bermuda.
Second Amendment to Exclusive License Agreement between The UAB Research Foundation (“UABRF”) and Incysus, Ltd.Exclusive License Agreement • September 10th, 2020 • In8bio, Inc. • Biological products, (no disgnostic substances)
This Second Amendment to Exclusive License Agreement (this “Second Amendment”) is made effective as of January 26, 2017 (the “Second Amendment Effective Date”) by and between The UAB Research Foundation (“UABRF”) and Incysus, Ltd. (“Licensee”). Licensee and UABRF may be each individually referred to as a party and collectively, the parties (“Party” or “Parties”).
Fourth Amendment to Exclusive License Agreement between The UAB Research Foundation (“UABRF”) and Incysus Therapeutics, Inc.Exclusive License Agreement • September 10th, 2020 • In8bio, Inc. • Biological products, (no disgnostic substances)
This Fourth Amendment to Exclusive License Agreement (this “Fourth Amendment”) is made effective as of the date of the last signature of the Parties (as evidenced below their signatures on the signature page) (the “Fourth Amendment Effective Date”) by and between The UAB Research Foundation (“UABRF”) and Incysus Therapeutics, Inc. (previously known as Incysus, Ltd.) (“Licensee”). Licensee and UABRF may be each individually referred to as a party and collectively, the parties (“Party” or “Parties”).
First Amendment to Exclusive License Agreement between the UAB Research Foundation (“UABRF”) and Incvsus, Ltd. (“Licensee”)Exclusive License Agreement • September 10th, 2020 • In8bio, Inc. • Biological products, (no disgnostic substances)
This First Amendment to Exclusive License Agreement (this “First Amendment”) is made effective as of December 14, 2016 (the “First Amendment Effective Date”) by and between Incysus, Ltd. (“Licensee”) and The UAB Research Foundation (“UABRF”). Licensee and UABRF may be each individually referred to as a “Party” and collectively, the “Parties”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 11th, 2023 • In8bio, Inc. • Biological products, (no disgnostic substances) • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 11, 2023 by and among IN8bio, Inc., a Delaware corporation (the “Company”), and the “Investors” named in the Securities Purchase Agreement, dated as of December 11, 2023, between the Company and each of the Investors identified on Schedule I attached thereto (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2021 • In8bio, Inc. • Biological products, (no disgnostic substances) • New York
This Amended and Restated Employment Agreement (the “Agreement”) is entered into as of December 1, 2020 (the “Effective Date”), by and between William Ho (the “Executive”) and IN8bio, Inc., its subsidiaries, parents, affiliates, predecessors, successors and assigns (together, the “Company”) (Executive and the Company together, the “Parties”).
Incysus, Inc. EMPLOYMENT AGREEMENTEmployment Agreement • October 9th, 2020 • In8bio, Inc. • Biological products, (no disgnostic substances) • New York
This Employment Agreement (the “Agreement”) is entered into as of August 22, 2016, by and between William Ho (the “Executive”) and Incysus, Inc. (the “Company”).
INVESTORS’ RIGHTS AGREEMENTPurchase Agreement • September 10th, 2020 • In8bio, Inc. • Biological products, (no disgnostic substances) • Delaware
This Investors’ Rights Agreement (this “Agreement”), is made as of the 7th day of May, 2018, by and among Incysus Therapeutics, 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”, each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
Third Amendment to Exclusive License Agreement between The UAB Research Foundation (“UABRF”) and Incvsus, Ltd.Exclusive License Agreement • September 10th, 2020 • In8bio, Inc. • Biological products, (no disgnostic substances)
This Third Amendment to Exclusive License Agreement (this “Third Amendment”) is made effective as of the date of the last signature of the Parties (as evidenced below their signatures on the signature page) (the “Third Amendment Effective Date”) by and between The UAB Research Foundation (“UABRF”) and Incysus, Ltd. (“Licensee”). Licensee and UABRF may be each individually referred to as a party and collectively, the parties (“Party” or “Parties”).
EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENTEmployee Confidential Information and Invention Assignment Agreement • March 14th, 2024 • In8bio, Inc. • Biological products, (no disgnostic substances) • New York
In consideration of my employment or continued employment by IN8bio, Inc., its subsidiaries, parents, affiliates, predecessors, successors and assigns (together, the “Company”), the compensation paid to me now and during my employment with the Company, and the Company’s agreement to provide me with access to its Confidential Information (as defined below), I hereby enter into this Employee Confidential Information and Invention Assignment Agreement (the “Agreement”) and agree as follows:
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 9th, 2020 • In8bio, Inc. • Biological products, (no disgnostic substances)
This amendment (this “Amendment”) to that certain Employment Agreement, dated August 22, 2016 (the “Agreement”) by and between William Ho (“Employee”) and Incysus Therapeutics, Inc. (the “Company”) is entered into as of this 6th day of November, 2019.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 11th, 2023 • In8bio, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 11, 2023, between IN8bio, Inc., a Delaware corporation (the “Company”), and each of the investors identified on Schedule I attached hereto (each, including its successors and assigns, an “Investor” and collectively the “Investors”).
ContractIn8bio, Inc. • October 16th, 2020 • Biological products, (no disgnostic substances) • Delaware
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
Incysus Therapeutics, inc. EMPLOYMENT AGREEMENTEmployment Agreement • October 9th, 2020 • In8bio, Inc. • Biological products, (no disgnostic substances)
This Employment Agreement (the “Agreement”) is entered into as of November 1, 2018 (the “Effective Date”), by and between Lawrence S. Lamb, PhD (the “Executive”) and Incysus Therapeutics, Inc. (the “Company”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2021 • In8bio, Inc. • Biological products, (no disgnostic substances)
This Amended and Restated Employment Agreement (the “Agreement”) is entered into as of December 31, 2020 (the “Effective Date”), by and between Lawrence S. Lamb, PhD (the “Executive”) and IN8bio, Inc., its subsidiaries, parents, affiliates, predecessors, successors and assigns (together, the “Company”) (Executive and the Company together, the “Parties”).
First Amendment to Exclusive License Agreement between Emory University (“Emory”), Children’s Healthcare of Atlanta, Inc. (“CHOA”), The UAB Research Foundation (“UABRF”) and Incysus, Ltd.Exclusive License Agreement • October 16th, 2020 • In8bio, Inc. • Biological products, (no disgnostic substances)
This First Amendment to Exclusive License Agreement (this “First Amendment”) is made effective as of the date of the last signature of the Parties (as evidenced below their signatures on the signature page) (the “First Amendment Effective Date”) by and between Emory University, Children’s Healthcare of Atlanta, Inc., The UAB Research Foundation (hereinafter together the “LICENSOR”) and Incysus, Ltd. (“COMPANY”). COMPANY and Licensor may be each individually referred to as a party and collectively, the parties (“Party” or “Parties”).
