EX-10.8





 Exhibit 10.8 

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT 

This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) by and between Sandeep
Laumas (“Executive”) and Instil Bio Inc. (the “Company”) is effective as of the date of the closing of the first sale of the Company’s Series B Preferred Stock (the “Effective
Date”) and amends and restates in its entirety the Offer Letter between the Company and Executive that was effective as of June 1, 2020. 

The Company desires to continue to employ the Executive as Chief Business Officer and Executive Vice President, Corporate and, in
connection therewith, to compensate the Executive for Executive’s personal services to the Company; and 
 The Executive wishes to
continue to be employed by the Company as Chief Business Officer and Executive Vice President, Corporate and provide personal services to the Company in return for certain compensation. 

This Agreement supersedes any and all prior and contemporaneous oral or written employment agreements or arrangements between Executive and
the Company or any predecessor thereof. 
 Accordingly, in consideration of the mutual promises and covenants contained herein, the parties
agree to the following: 
 1. EMPLOYMENT BY THE COMPANY. 

1.1 Position. Subject to the terms set forth herein, the Company agrees to continue to employ Executive in the position of Chief
Business Officer and Executive Vice President, Corporate and Executive hereby accepts such continued employment. During the term of Executive’s employment with the Company, Executive will devote Executive’s best efforts and substantially
all of Executive’s business time and attention to the business of the Company. 
 1.2 Duties. Executive will report to the
Chief Executive Officer of the Company (the “CEO”). Executive will perform such duties as are normally associated with his position, as assigned from time to time by the CEO. Executive shall perform his duties under this
Agreement principally out of the Company’s offices in Connecticut, or such other location as assigned. In addition, the Executive shall make such business trips to such places as may be necessary or advisable for the efficient operations of the
Company. 
 1.3 Company Policies and Benefits. The employment relationship between the parties shall also continue to be
subject to the Company’s personnel policies and procedures as they may be interpreted, adopted, revised or deleted from time to time in the Company’s sole discretion, and Executive will continue to be eligible to participate on the same
basis as similarly situated employees in the Company’s benefit plans in effect from time to time during his employment. All matters of eligibility for coverage or benefits under any benefit plan shall be determined in accordance with the
provisions of such plan. The Company reserves the right to change, alter, or terminate any benefit plan in its sole discretion. Notwithstanding the foregoing, in the event that the terms of this Agreement differ from or are in conflict with the
Company’s general employment policies or practices, this Agreement shall control. 

  
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 2. COMPENSATION. 

2.1 Salary. Executive shall receive for Executive’s services to be rendered hereunder an initial annualized base salary of
$425,000, subject to annual review and adjustment by the Company’s Board of Directors (the “Board”) in its sole discretion, payable subject to standard federal and state payroll withholding requirements in accordance
with Company’s standard payroll practices (“Base Salary”). 
 2.2 Target Bonus. While this
Agreement is in effect, Executive shall be eligible for a discretionary annual target bonus of up to 50% of Executive’s then-current Base Salary (“Target Bonus”), determined by the Company in its sole discretion, and
payable subject to standard federal and state payroll withholding requirements. The Target Bonus will be paid in a single annual installment paid no later than March 15 of the following year. Other than as set forth in Section 6.2(a)(ii),
whether or not Executive earns any bonus will be dependent upon (a) Executive’s continuous performance of services to the Company through the date any bonus is paid; and (b) the actual achievement of the applicable individual
performance targets and goals by Executive during the relevant bonus year as such targets and goals are reasonably established by the Board. The Board (or any authorized committee thereof) will determine in its sole discretion the extent to which
Executive has achieved the performance targets and goals upon which the bonus is based and the amount of the bonus, which could be zero. Executive’s eligibility for a bonus is subject to change in the discretion of the Board (or any authorized
committee thereof). For the 2020 calendar year, Executive shall be eligible for a bonus up to the amount of the Target Bonus pro rated for the months of Executive’s employment by the Company in 2020. 

2.3 Stock Options. Subject to approval by the Board, the Company shall grant Executive an option (the
“Option”) to purchase 526,493 shares of the Company’s common stock, with an exercise price equal to the fair market value of a share of common stock as determined by the Board as of the date of grant, pursuant to the
terms of the Company’s 2018 Equity Incentive Plan (the “Plan”) and the individual stock option grant notice and related agreements to be provided to Executive. The Option will vest subject to the terms and conditions of
the Plan and Executive’s grant agreement, with 25% of the shares subject to the Option vesting upon the first anniversary of the Effective Date and the remaining 75% of the shares subject to the Option vesting over the subsequent 3-year period in substantially equal monthly installments at a rate of 1/48th of the total shares subject to the Option each month, subject to Executive’s continuous service as of each such vesting date. 

2.4 Expense Reimbursement. The Company will reimburse Executive for reasonable business expenses with proper documentation and in
accordance with the Company’s standard expense reimbursement policy. The Company will reimburse Executive for reasonable business expenses in accordance with the Company’s standard expense reimbursement policy. For the avoidance of doubt,
to the extent that any reimbursements payable to Executive are subject to the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”): (a) any such reimbursements will be paid no later
than December 31 of the year following the year in which the expense was incurred, (b) the amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and (c) the right to
reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. 

  
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 3. CONFIDENTIAL INFORMATION, INVENTIONS,
NON-SOLICITATION AND NON-COMPETITION OBLIGATIONS. As a condition of continued employment, Executive must execute and abide by the
Employee Confidential Information, Inventions, Non-Solicitation and Non-Competition Agreement attached as Exhibit A (the “Confidential Information
Agreement”), which may be amended by the parties from time to time without regard to this Agreement. The Confidential Information Agreement contains provisions that are intended by the parties to survive and do survive termination or
expiration of this Agreement. 
 4. OUTSIDE ACTIVITIES. Except as otherwise
stated herein, during the term of Executive’s employment with the Company, Executive will be required to faithfully serve the Company and devote his full time and attention to the business and affairs of the Company and the performance of
Executive’s duties and responsibilities. Executive will not, while employed by the Company, undertake or engage in any other employment, occupation or business enterprise, including accepting any appointment to the board of directors of another
company, that would interfere or conflict, either directly or indirectly, with Executive’s responsibilities and the performance of Executive’s duties hereunder except for (i) reasonable time devoted to personal financial affairs or
volunteer services for or on behalf of such religious, educational, non-profit and/or other charitable organization as Executive may wish to serve, (ii) reasonable time devoted to activities in the non-profit and business communities consistent with Executive’s duties, and (iii) such other activities as may be specifically approved by the Board. This restriction shall not, however, preclude the
Executive (x) from owning less than one percent (1%) of the total outstanding shares of a publicly traded company, or (y) from employment or service in any capacity with Affiliates of the Company. As used in this Agreement,
“Affiliates” means an entity under common management or control with the Company. 
 5. NO
CONFLICT WITH EXISTING OBLIGATIONS. Executive represents that Executive’s performance of all the terms of this Agreement and as an Executive of the Company do
not and will not breach any agreement or obligation of any kind made prior to Executive’s employment by the Company, including agreements or obligations Executive may have with prior employers or entities for which Executive has provided
services. Executive has not entered into, and Executive agrees that Executive will not enter into, any agreement or obligation, either written or oral, in conflict herewith. 

6. TERMINATION OF EMPLOYMENT. The parties acknowledge that
Executive’s employment relationship with the Company is at-will. Either Executive or the Company may terminate the employment relationship at any time, with or without Cause. The provisions in this
Section govern the amount of compensation, if any, to be provided to Executive up on termination of employment and do not alter this at-will status. 

6.1 Termination by the Company without Cause or Resignation by Executive for Good Reason Not in Connection with a Change in
Control. 
 (a) The Company shall have the right to terminate Executive’s employment with the Company pursuant to this
Section 6.1 at any time, in accordance with Section 6.7, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 or
6.6 below is not a termination without Cause for purposes of receiving the benefits described in this Section 6.1. 

  
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 (b) If the Company terminates Executive’s employment at any time, not in
connection with a “Change in Control” (as that term is defined in the Company’s 2018 Stock Incentive Plan), without Cause or Executive terminates his employment with the Company for “Good Reason” (as defined in
Section 6.1(g) below) and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative
definition thereunder, a “Separation from Service”), then Executive shall be entitled to receive the Accrued Obligations (defined in 6.1(d) below). If Executive complies with the obligations in Section 6.1(c) below
(including but not limited to the Release requirement), Executive shall also be eligible to receive the following “Severance Benefits:” 

(i) The Company will pay Executive an amount equal to Executive’s then current Base Salary for twelve (12) months, less all
applicable withholdings and deductions (“Severance”), paid in equal installments beginning on the Company’s first regularly scheduled payroll date following the Release Effective Date (as defined in Section 6.1(c)
below), with the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; 
 (ii)
Provided Executive timely elects continued coverage under COBRA under the Company’s group health plans following such termination, the Company will pay Executive’s COBRA premiums, to continue Executive’s health insurance coverage
in effect on the termination date until the earliest of: (1) twelve (12) months following the termination date; (2) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new
employment or self-employment; or (3) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (1)-(3), (the
“COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not
limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of
each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding, for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive
Executive of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company; and 

(iii) acceleration of the vesting of all outstanding unvested time-based equity awards that are held by Executive as of the date of
Executive’s Separation from Service as to the number of shares that would have vested in accordance with the applicable vesting schedule as if Executive had been in service for an additional six (6) months as of Executive’s
termination date (based upon months of service and not the occurrence of corporate events or milestones). 
 (c) Executive will be
paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) of
this Agreement if: (i) within the timeframe provided by the Company, which shall be no later than the 60th day following the date of Executive’s Separation from Service, he has signed and delivered 

  
 4. 













 to the Company a separation agreement containing an effective, general release of claims in favor of the
Company and its affiliates and representatives, in the form presented by the Company (the “Release”), which cannot be revoked in whole or part by such date (the date that the Release can no longer be revoked is referred to as
the “Release Effective Date””); (ii) if he holds any other positions with the Company or any Affiliate, including a position on the Board, he resigns such position(s) to be effective no later than the date of
Executive’s termination date (or such other date as requested by the Board); (iii) he returns all Company property; (iv) he complies with his post-termination obligations under this Agreement and the Confidential Information Agreement; and
(v) he complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in the Release. To the extent that any severance payments are
deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of
Severance will not be made or begin until the later calendar year. 
 (d) For purposes of this Agreement, “Accrued
Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense
reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan. 

(e) The Severance Benefits or Change in Control Severance Benefits provided to Executive pursuant to this Section 6.1 or
Section 6.2 are in lieu of, and not in addition to, any benefits to which Executive may otherwise be entitled under any Company severance plan, policy or program. 

(f) Any damages caused by the termination of Executive’s employment without Cause would be difficult to ascertain; therefore, the
Severance Benefits or Change in Control Severance Benefits for which Executive is eligible pursuant to Section 6.1(b) or 6.2(a) in exchange for the Release are agreed to by the parties as liquidated damages, to serve as full compensation, and
not a penalty. 
 (g) For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the
following events without Executive’s consent: (i) a material reduction in Executive’s Base Salary, which the parties agree is a reduction of at least ten percent (10%) of Executive’s Base Salary (unless pursuant to a salary
reduction program applicable generally to the Company’s similarly situated employees); (ii) a material reduction in Executive’s duties, authority, or responsibilities for the Company relative to Executive’s duties, authority, or
responsibilities in effect immediately prior to such reduction; (iii) a material breach by the Company or any successor entity of any employment-related contract between the Company and Executive; or (iv) the relocation of Executive’s
principal place of employment, without Executive’s consent, in a manner that lengthens his one-way commute distance by fifty (50) or more miles from his then-current principal place of employment
immediately prior to such relocation; provided, however, that, any such termination by Executive shall only be deemed for Good Reason pursuant to this definition if: (1) Executive gives the Company written notice of his intent to
terminate for Good Reason within thirty (30) days following Executive’s first learning of the condition(s) that he believes 

  
 5. 













 constitute(s) Good Reason, which notice shall describe such condition(s); (2) the Company fails to remedy
such condition(s) within thirty (30) days following receipt of the written notice (the “Cure Period”); (3) the Company has not, prior to receiving such notice from Executive, already informed Executive that his
employment with the Company is being terminated; and (4) Executive voluntarily terminates his employment within thirty (30) days following the end of the Cure Period. 

6.2 Termination by the Company without Cause or Resignation by Executive for Good Reason in Connection with a Change in Control.

 (a) In the event that the Company terminates Executive’s employment without Cause or Executive resigns for Good Reason within
three (3) months prior to or twelve (12) months following the effective date of a Change in Control (“Change in Control Termination Date”), then Executive shall be entitled to the Accrued Obligations and, subject to
Executive’s compliance with Section 6.1(b) and (c) above, including but not limited to the Release requirement and Executive’s continued compliance with his obligations to the Company under his Confidential Information Agreement,
then Executive will be eligible for the following “Change in Control Severance Benefits”: 
 (i)
Executive shall be eligible to receive the Severance Benefits set forth in Sections 6.1(b)(i) and 6.1(b)(ii) under the terms and conditions described in Section 6.1; 

(ii) The Company shall pay Executive an amount equal to Executive’s full Target Bonus for the calendar year in which
Executive’s termination occurs, which shall be equivalent to 50% of Executive’s then-current Base Salary, payable subject to standard federal and state payroll withholding requirements on the Company’s first regularly scheduled
payroll date following the Release Effective Date; and 
 (iii) Effective as of the later of Executive’s Change in Control
Termination Date or the effective date of the Change in Control, the vesting and exercisability of all outstanding unvested equity awards that are held by Executive as of immediately prior to the Change in Control Termination Date shall be
accelerated (and lapse, in the case of reacquisition or repurchase rights) in full. 
 6.3 Termination by the Company for Cause.

 (a) The Company shall have the right to terminate Executive’s employment with the Company at any time for Cause by giving
notice as described in Section 6.7 of this Agreement. 
 (b) “Cause” for termination shall mean that the
Company has determined in its sole discretion that the Executive has engaged in any of the following: (i) a material breach of any covenant or condition under this Agreement or any other agreement between the parties; (ii) any act
constituting dishonesty, fraud, immoral or disreputable conduct which is reasonably likely to cause harm (including reputational harm) to the Company; (iii) any conduct which constitutes a felony under applicable law; (iv) material
violation of any Company policy, after the expiration of ten (10) days without cure after written notice of such violation to the extent such violation is curable; (v) refusal to follow or implement a clear, lawful and reasonable directive
of Company after the expiration of ten (10) days without cure after written notice of such failure to the extent such failure is curable; (vi) gross negligence or incompetence in the performance of Executive’s duties after the
expiration of ten (10) days without cure after written notice of such failure; or (vii) breach of fiduciary duty. 

  
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 (c) In the event Executive’s employment is terminated at any time for Cause,
Executive will not receive the Severance Benefits, Change in Control Severance Benefits or any other severance compensation or benefit, except that, consistent with the Company’s standard payroll policies, the Company shall provide to Executive
the Accrued Obligations. 
 6.4 Resignation by Executive (other than for Good Reason). 

(a) Executive may resign from Executive’s employment with the Company at any time by giving notice as described in
Section 6.7. 
 (b) In the event Executive resigns from Executive’s employment with the Company (other than for Good
Reason), Executive will not receive the Severance Benefits, Change in Control Severance Benefits, or any other severance compensation or benefit, except that, pursuant to the Company’s standard payroll policies, the Company shall provide to
Executive the Accrued Obligations. 
 6.5 Termination by Virtue of Death or Disability of Executive. 

(a) In the event of Executive’s death while employed pursuant to this Agreement, all obligations of the parties hereunder shall
terminate immediately, and the Company shall, pursuant to the Company’s standard payroll policies, provide to the Executive’s legal representatives Executive’s Accrued Obligations. 

(b) Subject to applicable state and federal law, the Company shall at all times have the right, upon written notice to Executive, to
terminate this Agreement based on the Executive’s Disability (as defined below). Termination by the Company of the Executive’s employment based on “Disability” shall mean termination because the Executive is unable
due to a physical or mental condition to perform the essential functions of his position with or without reasonable accommodation for six (6) months in the aggregate during any twelve (12) month period or based on the written certification
by two licensed physicians of the likely continuation of such condition for such period. This definition shall be interpreted and applied consistent with the Americans with Disabilities Act, the Family and Medical Leave Act, and other applicable
law. In the event Executive’s employment is terminated based on the Executive’s Disability, Executive will not receive the Severance Benefits, Change in Control Severance Benefits, or any other severance compensation or benefit, except
that, pursuant to the Company’s standard payroll policies, the Company shall provide to Executive the Accrued Obligations. 
 6.6
Termination Due to Discontinuance of Business. Anything in this Agreement to the contrary notwithstanding, in the event the Company’s business is discontinued because rendered impracticable by substantial financial losses, lack of
funding, legal decisions, administrative rulings, declaration of war, dissolution, national or local economic depression or crisis or any reasons beyond the control of the Company, then this Agreement shall terminate as of the day the Company
determines to cease operation with the same force and effect as if such day of the month were originally set as the termination date hereof. In the event this Agreement is terminated pursuant to this Section 6.6, Executive will not receive any
of the Severance Benefits, Change in Control Severance Benefits, or any other compensation or benefits, except that, pursuant to the Company’s standard payroll policies, the Company shall pay to Executive the Accrued Obligations. 

  
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 6.7 Notice; Effective Date of Termination. 

(a) Termination of Executive’s employment pursuant to this Agreement shall be effective on the earliest of: 

(i) immediately after the Company gives notice to Executive of Executive’s termination, with or without Cause, unless pursuant to
Sections 6.3(b)(vi), 6.3(b)(v), or 6.3(b)(vi) in which case ten (10) days after notice if not cured or unless the Company specifies a later date, in which case, termination shall be effective as of such later date; 

(ii) immediately upon the Executive’s death; 

(iii) ten (10) days after the Company gives notice to Executive of Executive’s termination on account of Executive’s
Disability, unless the Company specifies a later date, in which case, termination shall be effective as of such later date, provided that Executive has not returned to the full time performance of Executive’s duties prior to such date;

 (iv) ten (10) days after the Executive gives written notice to the Company of Executive’s resignation not for Good
Reason, provided that the Company may set a termination date at any time between the date of notice and the date of resignation, in which case the Executive’s resignation shall be effective as of such other date. Executive will receive
compensation through any required notice period; or 
 (v) for a termination for Good Reason, immediately upon Executive’s full
satisfaction of the requirements of Section 6.1(g). 
 (b) In the event notice of a termination under subsections (a)(i) and
(iii) is given orally, at the other party’s request, the party giving notice must provide written confirmation of such notice within five (5) business days of the request in compliance with the requirement of Section 7.1 below.
In the event of a termination for Cause, written confirmation shall specify the subsection(s) of the definition of Cause relied on to support the decision to terminate. 

6.8 Cooperation With Company After Termination of Employment. Following termination of Executive’s employment for any
reason, Executive shall fully cooperate with the Company in all matters relating to the winding up of Executive’s pending work including, but not limited to, any litigation in which the Company is involved, and the orderly transfer of any such
pending work to such other employees as may be designated by the Company. 

  
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 6.9 Section 409A.  

(a) Notwithstanding anything to the contrary herein, the following provisions apply to the extent severance benefits provided herein
are subject to the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance shall not commence until the Executive
has a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “separation from service”). Each
installment of severance is a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i), and the severance is intended to satisfy the exemptions from application of
Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if
such exemptions are not available and the Executive is, upon separation from service, a “specified employee” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under
Section 409A, the timing of the severance payments shall be delayed until the earlier of (i) six (6) months and one day after the Executive’s separation from service, or (ii) the Executive’s death. The parties acknowledge
that the exemptions from application of Section 409A to severance benefits are fact specific, and any later amendment of this Agreement to alter the timing, amount or conditions that will trigger payment of severance benefits may preclude the
ability of severance benefits provided under this Agreement to qualify for an exemption. 
 (b) It is intended that this Agreement
shall comply with the requirements of Section 409A, and any ambiguity contained herein shall be interpreted in such manner so as to avoid adverse personal tax consequences under Section 409A. Notwithstanding the foregoing, the Company
shall in no event be obligated to indemnify the Executive for any taxes or interest that may be assessed by the Internal Revenue Service pursuant to Section 409A of the Code to payments made pursuant to this Agreement. 

6.10 Certain Excise Taxes. 

(a) Notwithstanding anything to the contrary in this Agreement, if any payment or benefit Executive would receive from the Company or
any other party whether in connection with the provisions of this Agreement or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and
(ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount”
shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax, or (y) the largest portion, up to and including the total, of the Payment, whichever amount ((x) or
(y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt of the greatest economic benefit
notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a Reduced Amount will give rise to the greater after tax benefit, the reduction in the Payments shall occur in the following order: (a) reduction of
cash payments; (b) cancellation of accelerated vesting of equity awards other than stock options; (c) cancellation of accelerated vesting of stock options; and (d) reduction of other benefits paid to Executive. Within any such
category of payments and benefits (that is, (a), (b), (c) or (d)), a reduction shall occur first with respect to amounts that are not “deferred compensation” within the meaning of Section 409A and then with respect to amounts that
are. In the event that acceleration of compensation from Executive’s equity awards is to be reduced, such acceleration of vesting shall be canceled, subject to the immediately preceding sentence, in the reverse order of the date of grant. 

  
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 (b) The independent registered public accounting firm engaged by the Company for
general audit purposes as of the day prior to the effective date of the event described in Section 280G(b)(2)(A)(i) of the Code shall perform the foregoing calculations. If the independent registered public accounting firm so engaged by the
Company is serving as accountant or auditor for the individual, entity or group effecting such event, the Company shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The
Company shall bear all expenses with respect to the determinations by such independent registered public accounting firm required to be made hereunder. The independent registered public accounting firm engaged to make the determinations hereunder
shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within thirty (30) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time
by the Company or Executive) or such other time as reasonably requested by the Company or Executive. Any good faith determinations of the independent registered public accounting firm made hereunder shall be final, binding and conclusive upon the
Company and Executive. 
 7. GENERAL PROVISIONS. 

7.1 Notices. Any notices required hereunder to be in writing shall be deemed effectively given: (a) upon personal delivery
to the party to be notified, (b) when sent by electronic mail or confirmed facsimile if sent during normal business hours of the recipient, and if not, then on the next business day, (c) five (5) days after having been sent by registered
or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent
to the Company at its primary office location and to Executive at Executive’s address as listed on the Company payroll or Executive’s company-provided email address, or at such other address as the Company or the Executive may designate by
ten (10) days advance written notice to the other. 
 7.2 Severability. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provisions had never been contained herein. 
 7.3 Waiver. If either party should waive any breach of any
provisions of this Agreement, Executive or it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement. 

  
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 7.4 Complete Agreement. This Agreement constitutes the entire agreement
between Executive and the Company with regard to the subject matter hereof. This Agreement is the complete, final, and exclusive embodiment of their agreement with regard to this subject matter and supersedes any prior oral discussions or written
communications and agreements. This Agreement is entered into without reliance on any promise or representation other than those expressly contained herein, and it cannot be modified or amended except in writing signed by Executive and an authorized
officer of the Company. The parties have entered into a separate Confidential Information Agreement. Any such separate agreement governs other aspects of the relationship between the parties, has or may have provisions that survive termination of
the Executive’s employment under this Agreement, may be amended or superseded by the parties without regard to this agreement and are enforceable according to their terms without regard to the enforcement provision of this Agreement. 

7.5 Counterparts. This Agreement may be executed in separate counterparts, any one of which need not contain signatures of more
than one party, but all of which taken together will constitute one and the same Agreement. 
 7.6 Headings. The headings of
the sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof. 

7.7 Successors and Assigns. The Company shall assign this Agreement and its rights and obligations hereunder in whole, but not
in part, to any Company or other entity with or into which the Company may hereafter merge or consolidate or to which the Company may transfer all or substantially all of its assets, if in any such case said Company or other entity shall by
operation of law or expressly in writing assume all obligations of the Company hereunder as fully as if it had been originally made a party hereto, but may not otherwise assign this Agreement or its rights and obligations hereunder. The Executive
may not assign or transfer this Agreement or any rights or obligations hereunder, other than to his estate upon his death. 
 7.8
Choice of Law. All questions concerning the construction, validity and interpretation of this Agreement will be governed by the law of the State of Delaware. 

7.9 Resolution of Disputes. The parties recognize that litigation in federal or state courts or before federal or state
administrative agencies of disputes arising out of the Executive’s employment with the Company or out of this Agreement, or the Executive’s termination of employment or termination of this Agreement, may not be in the best interests of
either the Executive or the Company, and may result in unnecessary costs, delays, complexities, and uncertainty. The parties agree that any dispute between the parties arising out of or relating to the negotiation, execution, performance or
termination of this Agreement or the Executive’s employment, including, but not limited to, any claim arising out of this Agreement, claims under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Age
Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, Section 1981 of the Civil Rights Act of 1966, as amended, the Family Medical Leave Act, the Executive Retirement Income Security Act, and any similar
federal, state or local law, statute, regulation, or any common law doctrine, whether that dispute arises during or after employment, shall be settled by binding arbitration in accordance with the National Rules for the Resolution of Employment
Disputes of the American Arbitration Association; provided however, that this dispute resolution provision shall not apply to any separate agreements between the parties that do not themselves specify arbitration as an exclusive remedy. The
location for the arbitration shall be the Dallas, 

  
 11. 













 Texas metropolitan area. Any award made by such panel shall be final, binding and conclusive on the parties
for all purposes, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The arbitrators’ fees and expenses and all administrative fees and expenses associated with the filing of the
arbitration shall be borne by the Company; provided however, that at the Executive’s option, Executive may voluntarily pay up to one-half the costs and fees. The parties acknowledge and agree that
their obligations to arbitrate under this Section survive the termination of this Agreement and continue after the termination of the employment relationship between Executive and the Company. The parties each further agree that the arbitration
provisions of this Agreement shall provide each party with its exclusive remedy, and each party expressly waives any right it might have to seek redress in any other forum, except as otherwise expressly provided in this Agreement. By election
arbitration as the means for final settlement of all claims, the parties hereby waive their respective rights to, and agree not to, sue each other in any action in a Federal, State or local court with respect to such claims, but may seek to
enforce in court an arbitration award rendered pursuant to this Agreement. The parties specifically agree to waive their respective rights to a trial by jury, and further agree that no demand, request or motion will be made for trial by jury.

 [Signature Page Follows] 

  
 12. 













 IN WITNESS WHEREOF, the
parties have executed this Amended and Restated Executive Employment Agreement on the day and year first written above. 
  

			
	INSTIL BIO INC.
		
	By:	 	 /s/ Bronson Crouch

	Name:	 	Bronson Crouch
	Title:	 	Chief Executive Officer
	
	Executive:
		
	By:	 	 /s/ Sandeep Laumas

	Name:	 	Sandeep Laumas
	Title:	 	Chief Business Officer and
		 	Executive Vice President, Corporate














 EXHIBIT A 

EMPLOYEE CONFIDENTIAL INFORMATION, INVENTIONS, NON-SOLICITATION AND
NON-COMPETITION AGREEMENT  












 EMPLOYEE CONFIDENTIAL INFORMATION,
INVENTIONS, NON-SOLICITATION 
 AND
NON-COMPETITION AGREEMENT 
 In consideration of my employment or continued employment by
Instil Bio Inc., and its subsidiaries, parents, affiliates, successors and assigns (together, “Company”) and the compensation now and later paid to me, as well as other valuable consideration, I hereby enter into this
Employee Confidential Information, Inventions, Non-Solicitation and Non-Competition Agreement (the “Agreement”) and agree as follows: 

 

 1. CONFIDENTIAL INFORMATION PROTECTIONS. 

1.1 Recognition of Company’s Rights; Nondisclosure. I understand and acknowledge that my employment by Company creates a
relationship of confidence and trust with respect to Company’s Confidential Information (as defined below) and that Company has a protectable interest therein. At all times during and after my employment, I will hold in confidence and will not
disclose, use, lecture upon or publish any of Company’s Confidential Information, except as such disclosure, use or publication may be required in connection with my work for Company, or unless an officer of Company expressly authorizes such
disclosure in writing. I will obtain Company’s written approval before publishing or submitting for publication any material (written, verbal, or otherwise) that discloses and/or incorporates any Confidential Information. I hereby assign to
Instil Bio Inc. any rights I may have or acquire in such Confidential Information and recognize that all Confidential Information shall be the sole and exclusive property of Instil Bio Inc. and its assigns. I will take all reasonable precautions to
prevent the inadvertent or accidental disclosure of Confidential Information. Notwithstanding the foregoing, pursuant to 18 U.S.C. Section 1833(b), I shall not be held criminally or civilly liable under any Federal or State trade secret law for
the disclosure of a trade secret that: (1) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation
of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. 

1.2 Confidential Information. The term “Confidential Information” shall mean any and all confidential knowledge, data or
information of Company. By way of illustration but not limitation, “Confidential Information” includes (a) trade secrets, inventions, mask works, ideas, processes, formulas, software in source or object code
versions, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques and any other proprietary technology and all Intellectual Property Rights therein
(collectively, “Inventions”); (b) information regarding research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, margins, discounts,
credit terms, pricing and billing policies, quoting procedures, methods of obtaining business, forecasts, future plans and potential strategies, financial projections



 and business strategies, operational plans, financing and capital-raising plans, activities and agreements,
internal services and operational manuals, methods of conducting Company business, suppliers and supplier information, and purchasing; (c) information regarding customers and potential customers of Company, including customer lists, names,
representatives, their needs or desires with respect to the types of products or services offered by Company, proposals, bids, contracts and their contents and parties, the type and quantity of products and services provided or sought to be provided
to customers and potential customers of Company and other non-public information relating to customers and potential Customers; (d) information regarding any of Company’s business partners and their
services, including names; representatives, proposals, bids, contracts and their contents and parties, the type and quantity of products and services received by Company, and other non-public information
relating to business partners; (e) information regarding personnel, employee lists, compensation, and employee skills; and (f) any other non-public information which a competitor of Company could use
to the competitive disadvantage of Company. Notwithstanding the foregoing, it is understood that, at all such times, I am free to use information which was known to me prior to employment with Company or which is generally known in the trade or
industry through no breach of this Agreement or other act or omission by me. Notwithstanding the foregoing or anything to the contrary in this Agreement or any other agreement between Company and me, nothing in this Agreement shall limit my right to
discuss my employment or report possible violations of law or regulation with the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Securities and Exchange Commission, or other
federal government agency or similar state or local agency or to discuss the terms and conditions of my employment with others to the extent expressly permitted by Section 7 of the National Labor Relations Act or to the extent that such
disclosure is protected under the applicable provisions of law or regulation, including but not limited to “whistleblower” statutes or other similar provisions that protect such disclosure. 

1.3 Third Party Information. I understand, in addition, that Company has received and in the future will receive from third parties
their confidential and/or proprietary knowledge, data or information (“Third Party Information”) subject to a duty on Company’s part to maintain the confidentiality of such information and to use it only for certain
limited purposes. During my employment and thereafter, I will hold Third Party 

 


  
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 Information in confidence and will not disclose to anyone (other than Company personnel who need to know such
information in connection with their work for Company) or use, except in connection with my work for Company, Third Party Information unless expressly authorized by an officer of Company in writing. 

1.4 Term of Nondisclosure Restrictions. I understand that Confidential Information and Third Party Information is never to be used or
disclosed by me, as provided in this Section 1. If a temporal limitation on my obligation not to use or disclose such information is required under applicable law, and the Agreement or its restriction(s) cannot otherwise be enforced, I agree
and Company agrees that the two (2) year period after the date my employment ends will be the temporal limitation relevant to the contested restriction, provided, however, that this sentence will not apply to trade secrets protected without
temporal limitation under applicable law. 
 1.5 No Improper Use of Information of Prior Employers and Others. During my employment
by Company, I will not improperly use or disclose confidential information or trade secrets, if any, of any former employer or any other person to whom I have an obligation of confidentiality, and I will not bring onto the premises of Company any
unpublished documents or any property belonging to any former employer or any other person to whom I have an obligation of confidentiality unless consented to in writing by that former employer or person. 

2. ASSIGNMENTS OF INVENTIONS. 

2.1 Definitions. As used in this Agreement, the term “Intellectual Property Rights” means all trade secrets,
Copyrights, trademarks, mask work rights, patents and other intellectual property rights recognized by the laws of any jurisdiction or country; the term “Copyright” means the exclusive legal right to reproduce, perform,
display, distribute and make derivative works of a work of authorship (as a literary, musical, or artistic work) recognized by the laws of any jurisdiction or country; and the term “Moral Rights” means all paternity,
integrity, disclosure, withdrawal, special and any other similar rights recognized by the laws of any jurisdiction or country. 
 2.2
Excluded Inventions and Other Inventions. Attached hereto as Exhibit A is a list describing all existing Inventions, if any, that may relate to Company’s business or actual or demonstrably anticipated research or development and that
were made by me or acquired by me prior to the commencement of my employment with, and which are not to be assigned to, Company (“Excluded Inventions”). If no such list is attached, I represent and agree that it is because I
have no rights in any existing Inventions that may relate to Company’s business or actual or demonstrably anticipated research or development. For purposes of this Agreement,



 “Other Inventions” means Inventions in which I have or may have an interest, as of the
commencement of my employment, other than Company Inventions (defined below) and Excluded Inventions. I acknowledge and agree that if I use any Excluded Inventions or any Other Inventions in the scope of my employment, or if I include any Excluded
Inventions or Other Inventions in any product or service of Company, or if my rights in any Excluded Inventions or Other Inventions may block or interfere with, or may otherwise be required for, the exercise by Company of any rights assigned to
Company under this Agreement, I will immediately so notify Company in writing. Unless Company and I agree otherwise in writing as to particular Excluded Inventions or Other Inventions, I hereby grant to Company, in such circumstances (whether or not
I give Company notice as required above), a non-exclusive, perpetual, transferable, fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of
sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all
present or future rights in, such Excluded Inventions and Other Inventions. To the extent that any third parties have rights in any such Other Inventions, I hereby represent and warrant that such third party or parties have validly and irrevocably
granted to me the right to grant the license stated above. 
 2.3 Assignment of Company Inventions. Inventions assigned to Instil
Bio Inc., or to a third party as directed by Instil Bio Inc. pursuant to Section 2.6, are referred to in this Agreement as “Company Inventions.” Subject to Section 2.4 (Unassigned or Nonassignable Inventions)
and except for Excluded Inventions set forth in Exhibit A and Other Inventions, I hereby assign to Instil Bio Inc. all my right, title, and interest in and to any and all Inventions (and all Intellectual Property Rights with respect thereto)
made, conceived, reduced to practice, or learned by me, either alone or with others, during the period of my employment by Company. To the extent required by applicable Copyright laws, I agree to assign in the future (when any copyrightable
Inventions are first fixed in a tangible medium of expression) my Copyright rights in and to such Inventions. Any assignment of Company Inventions (and all Intellectual Property Rights with respect thereto) hereunder includes an assignment of all
Moral Rights. To the extent such Moral Rights cannot be assigned to Instil Bio Inc. and to the extent the following is allowed by the laws in any country where Moral Rights exist, I hereby unconditionally and irrevocably waive the enforcement
of such Moral Rights, and all claims and causes of action of any kind against Company or related to Company’s customers, with respect to such rights. I further acknowledge and agree that neither my successors-in-interest nor legal heirs retain any Moral Rights in any Company Inventions (and any Intellectual Property Rights with respect thereto).


 


  
 Employee Confidential
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 2.4 Unassigned or Nonassignable Inventions. I recognize that this Agreement will not be
deemed to require assignment of any Invention that I developed entirely on my own time without using Company’s equipment, supplies, facilities, trade secrets or Confidential Information, except for those Inventions that either (i) relate
to Company’s actual or anticipated business, research or development, or (ii) result from or are connected with work performed by me for Company. In addition, this Agreement does not apply to any Invention which qualifies fully for
protection from assignment to Company under any specifically applicable state law, regulation, rule or public policy (“Specific Inventions Law”). 

2.5 Obligation to Keep Company Informed. During the period of my employment and for one (1) year after termination of my
employment, I will promptly and fully disclose to Company in writing all Inventions authored, conceived, or reduced to practice by me, either alone or jointly with others. In addition, I will promptly disclose to Company all patent applications
filed by me or on my behalf within one (1) year after termination of employment. At the time of each such disclosure, I will advise Company in writing of any Inventions that I believe fully qualify for protection under the provisions of any
applicable Specific Inventions Law; and I will at that time provide to Company in writing all evidence necessary to substantiate that belief. Company will keep in confidence and will not use for any purpose or disclose to third parties without my
consent any Confidential Information disclosed in writing to Company pursuant to this Agreement relating to Inventions that qualify fully for protection under a Specific Inventions Law. I will preserve the confidentiality of any Invention that does
not fully qualify for protection under a Specific Inventions Law. 
 2.6 Government or Third Party. I agree that, as directed by
Company, I will assign to a third party, including without limitation the United States, all my right, title, and interest in and to any particular Company Invention. 

2.7 Ownership of Work Product.

(a) I acknowledge that all original works of authorship which are made by me (solely or jointly with others) within the scope of my
employment and which are protectable by Copyright are “works made for hire,” pursuant to United States Copyright Act (17 U.S.C., Section 101). 

(b) I agree that Instil Bio Inc. will exclusively own all work product that is made by me (solely or jointly with others) within the
scope of my employment, and I hereby irrevocably and unconditionally assign to Instil Bio Inc. all right, title, and interest worldwide in and to such work product. I understand and agree that I have no right to publish on, submit for



 publishing, or use for any publication any work product protected by this Section, except as necessary to
perform services for Company. 
 2.8 Enforcement of Intellectual Property Rights and Assistance. I will assist Company in every
proper way to obtain, and from time to time enforce, United States and foreign Intellectual Property Rights and Moral Rights relating to Company Inventions in any and all countries. To that end I will execute, verify and deliver such documents and
perform such other acts (including appearances as a witness) as Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Intellectual Property Rights and the assignment thereof. In
addition, I will execute, verify and deliver assignments of such Intellectual Property Rights to Instil Bio Inc. or its designee, including the United States or any third party designated by Instil Bio Inc. My obligation to assist Company with
respect to Intellectual Property Rights relating to such Company Inventions in any and all countries will continue beyond the termination of my employment, but Company will compensate me at a reasonable rate after my termination for the time
actually spent by me at Company’s request on such assistance. In the event Company is unable for any reason, after reasonable effort, to secure my signature on any document needed in connection with the actions specified in this paragraph, I
hereby irrevocably designate and appoint Company and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act for and in my behalf to execute, verify and file any such documents
and to do all other lawfully permitted acts to further the purposes of the preceding paragraph with the same legal force and effect as if executed by me. I hereby waive and quitclaim to Company any and all claims, of any nature whatsoever, which I
now or may hereafter have for infringement of any Intellectual Property Rights assigned under this Agreement to Instil Bio Inc. 
 2.9
Incorporation of Software Code. I agree that I will not incorporate into any Company software or otherwise deliver to Company any software code licensed under the GNU General Public License or Lesser General Public License or any other license
that, by its terms, requires or conditions the use or distribution of such code on the disclosure, licensing, or distribution of any source code owned or licensed by Company except in strict compliance with Company’s policies regarding the use
of such software. 
 3. RECORDS. I agree to keep and maintain adequate and current records (in the form of notes, sketches, drawings
and in any other form that is required by Company) of all Confidential Information developed by me and all Company Inventions made by me during the period of my employment at Company, which records will be available to and remain the sole property
of Company at all times. 

 


  
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 4. DUTY OF LOYALTY DURING
EMPLOYMENT. I agree that during the period of my employment by Company I will not, without Company’s express written consent, directly or indirectly engage in any employment or business activity which is directly or
indirectly competitive with, or would otherwise conflict with, my employment by Company. 
 5. NO SOLICITATION
OF EMPLOYEES, CONSULTANTS, CONTRACTORS, OR CUSTOMERS OR POTENTIAL CUSTOMERS. I agree that during
the period of my employment and for the one (1) year period after the date my employment ends for any reason, including but not limited to voluntary termination by me or involuntary termination by Company, I will not, as an officer, director,
employee, consultant, owner, partner, or in any other capacity, either directly or through others, except on behalf of Company: 
 5.1
solicit, induce, encourage, or participate in soliciting, inducing or encouraging any person known to me to be an employee, consultant, or independent contractor of Company to terminate his or her relationship with Company, even if I did not
initiate the discussion or seek out the contact; 
 5.2 solicit, induce, encourage, or participate in soliciting, inducing, or
encouraging any person known to me to be an employee, consultant, or independent contractor of Company to terminate his or her relationship with Company to render services to me or any other person or entity that researches, develops, markets,
sells, performs or provides or is preparing to develop, market, sell, perform or provide Conflicting Services (as defined in Section 6 below); 

5.3 hire, employ, or engage in a business venture with as partners or owners or other joint capacity, or attempt to hire, employ, or
engage in a business venture as partners or owners or other joint capacity, with any person then employed by Company or who has left the employment of Company within the preceding three (3) months to research, develop, market, sell, perform or
provide Conflicting Services; 
 5.4 solicit, induce or attempt to induce any Customer or Potential Customer (as defined below), to
terminate, diminish, or materially alter in a manner harmful to Company its relationship with Company; 
 5.5 solicit or assist in
the solicitation of any Customer or Potential Customer to induce or attempt to induce such Customer or Potential Customer to purchase or contract for any Conflicting Services; or 

5.6 perform, provide or attempt to perform or provide any Conflicting Services for a Customer or Potential Customer.



 The parties agree that for purposes of this Agreement, a “Customer or Potential
Customer” is any person or entity who or which, at any time during the one (1) year period prior to my contact with such person or entity as described in Sections 5.4-5.6 above if such
contact occurs during my employment or, if such contact occurs following the termination of my employment, during the one (1) year period prior to the date my employment with Company ends: (i) contracted for, was billed for, or received
from Company any product, service or process with which I worked directly or indirectly during my employment by Company or about which I acquired Confidential Information; or (ii) was in contact with me or in contact with any other employee,
owner, or agent of Company, of which contact I was or should have been aware, concerning the sale or purchase of, or contract for, any product, service or process with which I worked directly or indirectly during my employment with Company or about
which I acquired Confidential Information; or (iii) was solicited by Company in an effort in which I was involved or of which I was aware. 
 6.
NON-COMPETE PROVISION. I agree that for the one (1) year period after the date my employment ends for any reason, including but not limited to voluntary termination by me or
involuntary termination by Company, I will not, directly or indirectly, as an officer, director, employee, consultant, owner, partner, or in any other capacity solicit, perform, or provide, or attempt to perform or provide Conflicting Services
anywhere in the Restricted Territory (as defined below), nor will I assist another person to solicit, perform or provide or attempt to perform or provide Conflicting Services anywhere in the Restricted Territory. 

The parties agree that for purposes of this Agreement, “Conflicting Services” means any product, service, or process or the
research and development thereof, of any person or organization other than Company that directly competes with a product, service, or process, including the research and development thereof, of Company with which I worked directly or indirectly
during my employment by Company or about which I acquired Confidential Information during my employment by Company.  
 The parties agree that for
purposes of this Agreement, “Restricted Territory” means the one hundred (100) mile radius of any of the following locations: (i) any Company business location at which I have worked on a regular or occasional basis
during the preceding year; (ii) my home if I work from home on a regular or occasional basis; (iii) any potential business location of Company under active consideration by Company to which I have traveled in connection with the
consideration of that location; (iv) the primary business location of a Customer or Potential Customer; or (v) any business location of a Customer or Potential Customer where representatives of the Customer or Potential Customer with whom
I have been in contact in the preceding year are based.  

 


  
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 7. REASONABLENESS OF RESTRICTIONS. 

7.1 I agree that I have read this entire Agreement and understand it. I agree that this Agreement does not prevent me from earning a
living or pursuing my career. I agree that the restrictions contained in this Agreement are reasonable, proper, and necessitated by Company’s legitimate business interests. I represent and agree that I am entering into this Agreement freely and
with knowledge of its contents with the intent to be bound by the Agreement and the restrictions contained in it. 
 7.2 In the
event that a court finds this Agreement, or any of its restrictions, to be ambiguous, unenforceable, or invalid, I and Company agree that the court will read the Agreement as a whole and interpret the restriction(s) at issue to be enforceable and
valid to the maximum extent allowed by law. 
 7.3 If the court declines to enforce this Agreement in the manner provided in
subsection 7.2, I and Company agree that this Agreement will be automatically modified to provide Company with the maximum protection of its business interests allowed by law and I agree to be bound by this Agreement as modified. 

7.4 Furthermore, the parties agree that the market for Company’s products is the entire United States. If, however, after
applying the provisions of subsections 7.2 and 7.3, a court still decides that this Agreement or any of its restrictions is unenforceable for lack of reasonable geographic limitation and the Agreement or restriction(s) cannot otherwise be enforced,
the parties hereby agree that the fifty (50) mile radius from any location at which I worked for Company on either a regular or occasional basis during the one (1) year immediately preceding termination of my employment with Company shall
be the geographic limitation relevant to the contested restriction. 
 8. NO CONFLICTING AGREEMENT
OR OBLIGATION. I represent that my performance of all the terms of this Agreement and as an employee of Company does not and will not breach any agreement to keep in confidence information acquired by me in
confidence or in trust prior to my employment by Company. I have not entered into, and I agree I will not enter into, any agreement either written or oral in conflict with this Agreement. 

9. RETURN OF COMPANY PROPERTY. When I leave the employ of Company, I will deliver to Company
any and all drawings, notes, memoranda, specifications, devices, formulas and documents, together with all copies thereof, and any other material containing or disclosing any Company Inventions, Third Party Information or Confidential Information of
Company. I agree that I will not copy, delete, or alter any information contained upon my Company computer or Company equipment before I return it to Company. In addition, if I have used any personal computer, server, or e-mail system to receive,



 store, review, prepare or transmit any Company information, including but not limited to, Confidential
Information, I agree to provide Company with a computer-useable copy of all such Confidential Information and then permanently delete and expunge such Confidential Information from those systems; and I agree to provide Company access to my system as
reasonably requested to verify that the necessary copying and/or deletion is completed. I further agree that any property situated on Company’s premises and owned by Company, including disks and other storage media, filing cabinets or other
work areas, is subject to inspection by Company’s personnel at any time with or without notice. Prior to leaving, I will cooperate with Company in attending an exit interview and completing and signing Company’s termination statement if
required to do so by Company. 
 10. LEGAL AND EQUITABLE REMEDIES.

10.1 I agree that it may be impossible to assess the damages caused by my violation of this Agreement or any of its terms. I agree
that any threatened or actual violation of this Agreement or any of its terms will constitute immediate and irreparable injury to Company and Company will have the right to enforce this Agreement and any of its provisions by injunction, specific
performance or other equitable relief, without bond and without prejudice to any other rights and remedies that Company may have for a breach or threatened breach of this Agreement. 

10.2 I agree that if Company is successful in whole or in part in any legal or equitable action against me under this Agreement,
Company will be entitled to payment of all costs, including reasonable attorneys’ fees, from me. 
 10.3 In the event Company
enforces this Agreement through a court order, I agree that the restrictions of Sections 5 and 6 will remain in effect for a period of twelve (12) months from the effective date of the order enforcing the Agreement. 

11. NOTICES. Any notices required or permitted under this Agreement will be given to Company at its headquarters location at the time
notice is given, labeled “Attention Chief Executive Officer,” and to me at my address as listed on Company payroll, or at such other address as Company or I may designate by written notice to the other. Notice will be effective upon
receipt or refusal of delivery. If delivered by certified or registered mail, notice will be considered to have been given five (5) business days after it was mailed, as evidenced by the postmark. If delivered by courier or express mail
service, notice will be considered to have been given on the delivery date reflected by the courier or express mail service receipt.


 


  
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 12. PUBLICATION OF THIS AGREEMENT
TO SUBSEQUENT EMPLOYER OR BUSINESS ASSOCIATES OF EMPLOYEE. 

12.1 If I am offered employment or the opportunity to enter into any business venture as owner, partner, consultant or other capacity
while the restrictions described in Sections 5 and 6 of this Agreement are in effect I agree to inform my potential employer, partner, co-owner and/or others involved in managing the business with which I have
an opportunity to be associated of my obligations under this Agreement and also agree to provide such person or persons with a copy of this Agreement. 

12.2 I agree to inform Company of all employment and business ventures which I enter into while the restrictions described in Sections
5 and 6 of this Agreement are in effect and I also authorize Company to provide copies of this Agreement to my employer, partner, co-owner and/or others involved in managing the business with which I am
employed or associated and to make such persons aware of my obligations under this Agreement. 
 13. GENERAL PROVISIONS.

 13.1 Governing Law; Consent to Personal Jurisdiction. This Agreement will be governed by and construed according to the laws
of the State of Connecticut as such laws are applied to agreements entered into and to be performed entirely within Connecticut between Connecticut residents. I hereby expressly consent to the personal jurisdiction and venue of the state and federal
courts for the county in which Company’s principal place of business is located for any lawsuit filed there against me by Company arising from or related to this Agreement. 

13.2 Severability. In case any one or more of the provisions, subsections, or sentences contained in this Agreement will, for any
reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect the other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or
unenforceable provision had never been contained in this Agreement. If moreover, any one or more of the provisions contained in this Agreement will for any reason be held to be excessively broad as to duration, geographical scope, activity or
subject, it will be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it will then appear. 

13.3 Successors and Assigns. This Agreement is for my benefit and the benefit of Company, its successors, assigns, parent
corporations, subsidiaries, affiliates, and purchasers, and will be binding upon my heirs, executors, administrators and other legal representatives.



 13.4 Survival. The provisions of this Agreement will survive the termination of my
employment, regardless of the reason, and the assignment of this Agreement by Company to any successor in interest or other assignee. 

13.5 Employment At-Will. I agree and understand that nothing in this Agreement will change my at-will employment status or confer any right with respect to continuation of employment by Company, nor will it interfere in any way with my right or Company’s right to terminate my employment at any time,
with or without cause or advance notice. 
 13.6 Waiver. No waiver by Company of any breach of this Agreement will be a waiver of
any preceding or succeeding breach. No waiver by Company of any right under this Agreement will be construed as a waiver of any other right. Company will not be required to give notice to enforce strict adherence to all terms of this Agreement. 

13.7 Export. I agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company or
any products utilizing such data, in violation of the United States export laws or regulations.  
 13.8 Advice of Counsel. I
ACKNOWLEDGE THAT, IN EXECUTING THIS AGREEMENT, I HAVE HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND I HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT WILL NOT BE CONSTRUED AGAINST
ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION OF THIS AGREEMENT. 
 13.9 Entire Agreement. The obligations pursuant to
Sections 1 and 2 (except Subsections 2.4 and 2.7(a)) of this Agreement will apply to any time during which I was previously engaged, or am in the future engaged, by Company as a consultant if no other agreement governs nondisclosure and assignment
of Inventions during such period. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter of this Agreement and supersedes and merges all prior discussions between us; provided, however,
prior to the execution of this Agreement, if Company and I were parties to any agreement regarding the subject matter hereof, that agreement will be superseded by this Agreement prospectively only. No modification of or amendment to this Agreement,
nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the party to be charged. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this
Agreement. 

 


  
 Employee Confidential
Information, Inventions, Non-Solicitation and Non-Competition Agreement 

Page 6 













 This Agreement will be effective as of 6/23/2020. 

I HAVE READ THIS AGREEMENT CAREFULLY AND
UNDERSTAND ITS TERMS. I HAVE COMPLETELY FILLED OUT EXHIBIT A TO THIS
AGREEMENT. 
  

			
	 /s/ Sandeep Laumas

	  

(Signature)

	 Sandeep Laumas

	
	  
 (Printed
Name)

	
	ACCEPTED AND AGREED TO:
	
	INSTIL BIO INC.
		
	By:	 	 /s/ Bronson Crouch

	Name: Bronson Crouch
	Title: chairman


  
 Employee Confidential
Information, Inventions, Non-Solicitation and Non-Competition Agreement 

Signature Page 













 EXHIBIT A 

LIST OF EXCLUDED INVENTIONS 
 1.
Except as listed in Section 2 below, the following is a complete list of all inventions or improvements relevant to the subject matter of my employment by Instil Bio Inc. that have been made or conceived or first reduced to practice by me alone
or jointly with others prior to my engagement by Instil Bio Inc.:  
  

	 	☒	 No inventions or improvements. 



 

	 	☐	 See below: 


  

					
	 Title
	  	 Date
	  	Identifying Number or Brief Description
	
                   
             
	  	                            	  	                            
	
                   
             
	  		  	                            
			
	
                   
             
	  	                            	  	                            
	
                   
             
	  		  	                            
			
	
                   
             
	  	                            	  	                            
		  		  	                            

  

	☐	 Additional sheets attached. 



2. Due to a prior confidentiality agreement, I cannot complete the disclosure under Section 1 above with respect to inventions or improvements
generally listed below, the intellectual property rights and duty of confidentiality with respect to which I owe to the following party(ies):  
  

							
	 	  	 Invention or Improvement
	  	 Party(ies)
	  	 Relationship

	1.	  	                                    
                    	  	                                    
                    	  	                                    
                    
				
	2.	  	                                    
                    	  	                                    
                    	  	                                    
                    
				
	3.	  	                                    
                    	  	                                    
                    	  	                                    
                    

  

	☐	 Additional sheets attached. 



228299089 v2 

  
 Employee Confidential
Information, Inventions, Non-Solicitation and Non-Competition Agreement 

Exhibit A, Page 1