0001047469-14-006303 Sample Contracts

] Shares LOXO ONCOLOGY, INC. COMMON STOCK UNDERWRITING AGREEMENT
Underwriting Agreement • July 21st, 2014 • Loxo Oncology, Inc. • Pharmaceutical preparations • New York
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INDEMNITY AGREEMENT
Indemnity Agreement • July 21st, 2014 • Loxo Oncology, Inc. • Pharmaceutical preparations • Delaware

This Indemnity Agreement, dated as of , 2014 is made by and between Loxo Oncology, Inc., a Delaware corporation (the “Company”), and , a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).

LOXO ONCOLOGY, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • July 21st, 2014 • Loxo Oncology, Inc. • Pharmaceutical preparations • New York

This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of July 21, 2014 by and among Loxo Oncology, 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,” any Additional Purchaser that becomes a party to this Agreement in accordance with Section 7.14 hereof and any holder of a Lender Warrant that becomes a party to this Agreement in accordance with Section 7.14 hereof.

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