0001193125-25-098597 Sample Contracts

PRE-FUNDED COMMON STOCK PURCHASE WARRANT IN8BIO, INC.
Pre-Funded Common Stock Purchase Warrant • April 28th, 2025 • In8bio, Inc. • 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. AMENDMENT NO. 1 TO SERIES B COMMON STOCK PURCHASE WARRANT
Series B Common Stock Purchase Warrant • April 28th, 2025 • In8bio, Inc. • Biological products, (no disgnostic substances)

This AMENDMENT NO. 1 TO SERIES B COMMON STOCK PURCHASE WARRANT, dated as of April [•], 2025 (this “Amendment”), amends that certain SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”), dated as of December 13, 2023, by IN8bio, Inc. (the “Company”) for the benefit of the holder thereof or its permitted assigns (“Holder”). The Company and Holder are referred to collectively herein as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Warrant.

IN8BIO, INC. AMENDMENT NO. 1 TO SERIES B COMMON STOCK PURCHASE WARRANT
Series B Common Stock Purchase Warrant • April 28th, 2025 • In8bio, Inc. • Biological products, (no disgnostic substances)

This AMENDMENT NO. 1 TO SERIES B COMMON STOCK PURCHASE WARRANT, dated as of April [•], 2025 (this “Amendment”), amends that certain SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”), dated as of December 13, 2023, by IN8bio, Inc. (the “Company”) for the benefit of the holder thereof or its permitted assigns (“Holder”). The Company and Holder are referred to collectively herein as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Warrant.

IN8BIO, INC. AMENDMENT NO. 2 TO SERIES A COMMON STOCK PURCHASE WARRANT
Series a Common Stock Purchase Warrant • April 28th, 2025 • In8bio, Inc. • Biological products, (no disgnostic substances)

This AMENDMENT NO. 2 TO SERIES A COMMON STOCK PURCHASE WARRANT, dated as of April [•], 2025 (this “Amendment”), amends that certain SERIES A COMMON STOCK PURCHASE WARRANT ([as previously amended,] the “Warrant”), dated as of December 13, 2023, by IN8bio, Inc. (the “Company”) for the benefit of the holder thereof or its permitted assigns (“Holder”). The Company and Holder are referred to collectively herein as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Warrant.

IN8BIO, INC. AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 28th, 2025 • In8bio, Inc. • Biological products, (no disgnostic substances)

This AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of April 27, 2025 (the “Effective Date”), amends that certain Securities Purchase Agreement (the “Agreement”), dated as of September 30, 2024, between IN8bio, Inc. (the “Company”) and each of the Investors party thereto. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement.