TIL · Instil Bio, Inc.

The option will vest in 12 substantially equal monthly installments commencing on July 11, 2026, subject to the Reporting Person's Continuous Service (as defined in the company's 2021 Equity Incentive Plan, the "Plan") through the vesting dates. Any portion of the option not vested on the date of the next annual stockholder meeting will vest in full, subject to the Reporting Person's Continuous Service through such date. The option will also vest in full in the event of the Reporting Person's death, Disability (as defined in the Plan) or upon a Change in Control (as defined in the Plan).

The option will vest in 12 substantially equal monthly installments commencing on July 11, 2026, subject to the Reporting Person's Continuous Service (as defined in the company's 2021 Equity Incentive Plan, the "Plan") through the vesting dates. Any portion of the option not vested on the date of the next annual stockholder meeting will vest in full, subject to the Reporting Person's Continuous Service through such date. The option will also vest in full in the event of the Reporting Person's death, Disability (as defined in the Plan) or upon a Change in Control (as defined in the Plan).

The option will vest in 12 substantially equal monthly installments commencing on July 11, 2026, subject to the Reporting Person's Continuous Service (as defined in the company's 2021 Equity Incentive Plan, the "Plan") through the vesting dates. Any portion of the option not vested on the date of the next annual stockholder meeting will vest in full, subject to the Reporting Person's Continuous Service through such date. The option will also vest in full in the event of the Reporting Person's death, Disability (as defined in the Plan) or upon a Change in Control (as defined in the Plan).

The option will vest in 12 substantially equal monthly installments commencing on July 11, 2026, subject to the Reporting Person's Continuous Service (as defined in the company's 2021 Equity Incentive Plan, the "Plan") through the vesting dates. Any portion of the option not vested on the date of the next annual stockholder meeting will vest in full, subject to the Reporting Person's Continuous Service through such date. The option will also vest in full in the event of the Reporting Person's death, Disability (as defined in the Plan) or upon a Change in Control (as defined in the Plan).

The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $23.71 to $24.25, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (2).

Stock option granted under the Instil Bio, Inc. 2021 Incentive Plan. 25% of the shares subject to the option vested on February 10, 2025 with the remainder vesting in substantially equal monthly tranches thereafter.

Stock option granted under the Instil Bio, Inc. 2021 Incentive Plan. 25% of the shares subject to the option vested on January 8, 2024 with the remainder vesting in substantially equal monthly tranches thereafter.

The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $22.70 to $23.69, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (1).

The option will vest in 12 substantially equal monthly installments commencing on June 28, 2025, subject to the Reporting Person's Continuous Service (as defined in the company's 2021 Equity Incentive Plan, the "Plan") through the vesting dates. Any portion of the option not vested on the date of the next annual stockholder meeting will vest in full, subject to the Reporting Person's Continuous Service through such date. The option will also vest in full in the event of the Reporting Person's death, Disability (as defined in the Plan) or upon a Change in Control (as defined in the Plan).

The option will vest in 12 substantially equal monthly installments commencing on June 28, 2025, subject to the Reporting Person's Continuous Service (as defined in the company's 2021 Equity Incentive Plan, the "Plan") through the vesting dates. Any portion of the option not vested on the date of the next annual stockholder meeting will vest in full, subject to the Reporting Person's Continuous Service through such date. The option will also vest in full in the event of the Reporting Person's death, Disability (as defined in the Plan) or upon a Change in Control (as defined in the Plan).

The option will vest in 12 substantially equal monthly installments commencing on June 28, 2025, subject to the Reporting Person's Continuous Service (as defined in the company's 2021 Equity Incentive Plan, the "Plan") through the vesting dates. Any portion of the option not vested on the date of the next annual stockholder meeting will vest in full, subject to the Reporting Person's Continuous Service through such date. The option will also vest in full in the event of the Reporting Person's death, Disability (as defined in the Plan) or upon a Change in Control (as defined in the Plan).

The option will vest in 12 substantially equal monthly installments commencing on June 28, 2025, subject to the Reporting Person's Continuous Service (as defined in the company's 2021 Equity Incentive Plan, the "Plan") through the vesting dates. Any portion of the option not vested on the date of the next annual stockholder meeting will vest in full, subject to the Reporting Person's Continuous Service through such date. The option will also vest in full in the event of the Reporting Person's death, Disability (as defined in the Plan) or upon a Change in Control (as defined in the Plan).

Twenty-five percent (25%) of the shares subject to the option vest on April 25, 2026, and the remaining shares subject to the option shall vest in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person continuing to provide service through each such date.

Twenty-five percent (25%) of the shares subject to the option vest on April 25, 2026, and the remaining shares subject to the option shall vest in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person continuing to provide service through each such date.

Twenty-five percent (25%) of the shares subject to the option vest on September 18, 2025, and the remaining shares subject to the option shall vest in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person continuing to provide service through each such date.

Twenty-five percent (25%) of the shares subject to the option vest on September 18, 2025, and the remaining shares subject to the option shall vest in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person continuing to provide service through each such date.

The option will vest in 12 substantially equal monthly installments commencing on July 13, 2024, subject to the Reporting Person's Continuous Service (as defined in the company's 2021 Equity Incentive Plan, the "Plan") through the vesting dates. Any portion of the option not vested on the date of the next annual stockholder meeting will vest in full, subject to the Reporting Person's Continuous Service through such date. The option will also vest in full in the event of the Reporting Person's death, Disability (as defined in the Plan) or upon a Change in Control (as defined in the Plan).

The option will vest in 12 substantially equal monthly installments commencing on July 13, 2024, subject to the Reporting Person's Continuous Service (as defined in the company's 2021 Equity Incentive Plan, the "Plan") through the vesting dates. Any portion of the option not vested on the date of the next annual stockholder meeting will vest in full, subject to the Reporting Person's Continuous Service through such date. The option will also vest in full in the event of the Reporting Person's death, Disability (as defined in the Plan) or upon a Change in Control (as defined in the Plan).

The option will vest in 12 substantially equal monthly installments commencing on July 13, 2024, subject to the Reporting Person's Continuous Service (as defined in the company's 2021 Equity Incentive Plan, the "Plan") through the vesting dates. Any portion of the option not vested on the date of the next annual stockholder meeting will vest in full, subject to the Reporting Person's Continuous Service through such date. The option will also vest in full in the event of the Reporting Person's death, Disability (as defined in the Plan) or upon a Change in Control (as defined in the Plan).

The option will vest in 12 substantially equal monthly installments commencing on July 13, 2024, subject to the Reporting Person's Continuous Service (as defined in the company's 2021 Equity Incentive Plan, the "Plan") through the vesting dates. Any portion of the option not vested on the date of the next annual stockholder meeting will vest in full, subject to the Reporting Person's Continuous Service through such date. The option will also vest in full in the event of the Reporting Person's death, Disability (as defined in the Plan) or upon a Change in Control (as defined in the Plan).

Twenty-five percent (25%) of the shares subject to the option vest on February 10, 2025, and the remaining shares subject to the option shall vest in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person continuing to provide service through each such date.

Twenty-five percent (25%) of the shares subject to the option vest on February 10, 2025, and the remaining shares subject to the option shall vest in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person continuing to provide service through each such date.

The option will vest in 12 equal monthly installments commencing on July 14, 2023, subject to the Report Person's continued service as a director through the vesting date.

The option will vest in 12 equal monthly installments commencing on July 14, 2023, subject to the Report Person's continued service as a director through the vesting date.

The option will vest in 12 equal monthly installments commencing on July 14, 2023, subject to the Report Person's continued service as a director through the vesting date.

The option will vest in 12 equal monthly installments commencing on July 14, 2023, subject to the Report Person's continued service as a director through the vesting date.

The option will vest in 12 equal monthly installments commencing on July 14, 2023, subject to the Report Person's continued service as a director through the vesting date.

Twenty-five percent (25%) of the shares subject to the option vest on January 18, 2024, and the remaining shares subject to the option shall vest in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person continuing to provide service through each such date.

Twenty-five percent (25%) of the shares subject to the option vest on January 8, 2024, and the remaining shares subject to the option shall vest in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person continuing to provide service through each such date.

Twenty-five percent (25%) of the shares subject to the option vest on January 8, 2024, and the remaining shares subject to the option shall vest in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person continuing to provide service through each such date.

Twenty-five percent (25%) of the shares subject to the option vest on January 8, 2024, and the remaining shares subject to the option shall vest in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person continuing to provide service through each such date.

Twenty-five percent (25%) of the shares subject to the option vest on September 6, 2023, and the remaining shares subject to the option shall vest in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person continuing to provide service through each such date.

The option will vest in 12 equal monthly installments commencing on June 20, 2022, subject to the Report Person's continued service as a director through the vesting date.

The option will vest in 12 equal monthly installments commencing on June 20, 2022, subject to the Report Person's continued service as a director through the vesting date.

The option will vest in 12 equal monthly installments commencing on June 20, 2022, subject to the Report Person's continued service as a director through the vesting date.

The option will vest in 12 equal monthly installments commencing on June 20, 2022, subject to the Report Person's continued service as a director through the vesting date.

Twenty-five percent (25%) of the shares subject to the option vest on May 20, 2023, and the remaining shares subject to the option shall vest in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person continuing to provide service through each such date.

The option will vest in 12 equal monthly installments commencing on June 20, 2022, subject to the Report Person's continued service as a director through the vesting date.

The LP distributed these shares to its partners on a pro rata basis, for no consideration.

The securities are held by Ibisbill, LP (the "LP"). CPMG, Inc. is the general partner of the LP and has voting and investment control over the shares beneficially owned by the LP. The Reporting Person is the sole shareholder and managing director of CPMG, Inc. and may be deemed to share voting and investment power with respect to the shares beneficially owned by the LP. The Reporting Person disclaims beneficial ownership of the shares beneficially owned by LP except to the extent of any pecuniary interest therein.

Twenty-five percent (25%) of the shares subject to the option vest on March 4, 2023, and the remaining shares subject to the option shall vest in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person continuing to provide service through each such date.

Twenty-five percent (25%) of the shares subject to the option vest on March 4, 2023, and the remaining shares subject to the option shall vest in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person continuing to provide service through each such date.

Twenty-five percent (25%) of the shares subject to the option vest on March 4, 2023, and the remaining shares subject to the option shall vest in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person continuing to provide service through each such date.

Twenty-five percent (25%) of the shares subject to the option vest on March 4, 2023, and the remaining shares subject to the option shall vest in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person continuing to provide service through each such date.

Represents performance-based stock option previously granted to the Reporting Person by the Issuer on May 9, 2020. The performance conditions applicable to the award were determined to have been satisfied by the Issuer's Compensation Committee on October 7, 2021, resulting in the immediate vesting of the stock option as to 120,000 shares of Common Stock.

Represents performance-based stock option previously granted to the Reporting Person by the Issuer on May 9, 2020. The performance conditions applicable to the award were determined to have been satisfied by the Issuer's Compensation Committee on September 10, 2021, resulting in the immediate vesting of the stock option as to 120,000 shares of Common Stock.

The option vests in forty-eight (48) equal monthly installments commencing on June 11, 2021, subject to the Reporting Person continuing to provide service through each such date.

The option vests in forty-eight (48) equal monthly installments commencing on June 11, 2021, subject to the Reporting Person continuing to provide service through each such date.