EMPLOYMENT AGREEMENT This Employment Agreement ( Agreement ) is made between Adicet Therapeutics, Inc., a Delaware corporation (the Company ), and Don Healey (the Executive ) and is dated as of

EMPLOYMENT AGREEMENT

This Employment Agreement ( Agreement ) is made between Adicet Therapeutics, Inc., a Delaware corporation (the Company ),

and Don Healey (the Executive ) and is dated as of September 24, 2020.

WHEREAS, the Company desires to employ the

Executive and the Executive desires to be employed by the Company beginning on October 26, 2020 or such other date as may be mutually agreed (the Effective Date ) on the terms contained herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the

receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

(a) Term. The term of this Agreement shall commence on the Effective Date and continue until terminated in

accordance with the provisions hereof (the Term ). The Executive s employment with the Company shall be at will, meaning that the Executive s employment may be terminated by the Company or the Executive at any time

and for any reason subject to the terms of this Agreement.

(b) Position and Duties. The Executive shall

serve as the Chief Technology Officer of the Company and shall have such powers and duties as may from time to time be prescribed by the Chief Executive Officer of the Company (the CEO ). The Executive shall devote his full working time

and efforts to the business and affairs of the Company. Notwithstanding the foregoing, the Executive may serve on other boards of directors, with the approval of the Governance Committee of the Board of Directors of Adicet Bio, Inc. (the

Governance Committee of the Board of Parent ), or engage in religious, charitable or other community activities as long as such services and activities do not interfere with the Executive s performance of his

duties to the Parent and the Company as provided in this Agreement.

2. Compensation and Related Matters.

(a) Base Salary. The Executive s initial base salary shall be paid at the rate of $385,000 per year.

The Executive s base salary shall be subject to periodic review by the Compensation Committee of the Board (the Compensation Committee ). The base salary in effect at any given time is referred to herein as Base

Salary. The Base Salary shall be payable in a manner that is consistent with the Company s usual payroll practices for executive officers. The Executive s salary and any other cash compensation may be provided through TriNet, Inc. or

another professional employer organization (a PEO ). As a result of the Company s arrangement with the PEO, the PEO will be considered the Executive s employer of record for these purposes for so long as that arrangement exists.

While the PEO will have responsibility for the functions above, the Company retains responsibility for overseeing the Executive s work and reviewing the Executive s performance, among other functions.

(b) Incentive Compensation. The Executive shall be eligible to

receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. The Executive s initial target annual incentive compensation shall be forty (40) percent of the Executive s Base Salary;

provided that any incentive compensation for calendar year 2020 will be prorated based on the Effective Date. The target annual incentive compensation in effect at any given time is referred to herein as Target Bonus. The actual amount

of the Executive s annual incentive compensation, if any, shall be determined in the sole discretion of the Board or the Compensation Committee, subject to the terms of any applicable incentive compensation plan that may be in effect from time

to time. Except as otherwise provided herein, as may be provided by the Board or the Compensation Committee or as may otherwise be set forth in the applicable incentive compensation plan the Executive must be employed by the Company on the day such

incentive compensation is paid in order to earn or receive any incentive compensation.

Lodging Expenses; Relocation Reimbursement. The Company will provide a fully taxable stipend of $6,000 per month, less applicable taxes and withholdings (the Commuting Stipend ), which may be used for reasonable travel and lodging

expenses related to Executive s travel back and forth from Anderson, Texas to the San Francisco Bay Area to provide services under this Agreement (for up to six (6) months from the Effective Date). The Executive agrees that as a material

term of this Agreement he will relocate permanently to the San Francisco Bay Area (the Permanent Relocation ) no later than the six (6) month anniversary of the Effective Date. To assist in the Permanent Relocation, the Company will

make a fully taxable lump sum payment to the Executive to cover Reasonable Moving Expenses (as defined below) of up to a maximum of $75,000 (the Relocation Reimbursement ); provided, however, that if the Executive is terminated for

Cause (as defined below) or resigns other than for Good Reason (as defined below) within six (6) months of such Relocation Reimbursement, the Executive shall repay to the Company such Relocation Reimbursement. The Relocation Reimbursement shall

be paid within thirty (30) days after the Executive has submitted to the Company such documentation supporting such reimbursement as is required under the Company s generally applicable policies regarding same. Following the Permanent

Relocation, the Executive shall no longer be eligible for the Commuting Stipend. For purposes of this Agreement, Reasonable Moving Expenses shall mean the Executive s actual out of pocket expenses (but not, for the avoidance of

doubt, any loss on sale, real estate-related taxes or attorneys fees) related to (A) the disposition of the Executive s then current principal residence, (B) relocation of the Executive s principal residence to a location

within two hundred (200) miles of the Executive s then current principal place of work for the Company, (C) housing-hunting trips related to such relocation and (D) other moving expenses incurred to relocate the Executive s

household goods, furnishings, and personal belongings from the Executive s then current residence to the Executive s new residence.

(d) Other Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses

incurred by the Executive during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its executive officers.

(e) Other Benefits. The Executive shall be eligible to participate in or receive benefits under the

Company s employee benefit plans in effect from time to time, subject to the terms of such plans.

(f) Paid Time Off. The Company s current paid time off

policy for executives is flexible and paid time off may be taken at such times and intervals as the Executive may determine, subject to the business needs of the Company and the terms and conditions of any policies as may be in effect from time to

(g) Equity. As a material inducement to the Executive s acceptance of this offer, subject

to approval of the Board or the Compensation Committee, following the Effective Date the Executive shall be granted an option to purchase approximately 0.85 percent of issued and outstanding shares of Parent Common Stock at the Effective Date

at a per share exercise price determined on the grant date in accordance with the Company s equity grant policies, with 25 percent of the shares underlying the option vesting on the first anniversary of the Effective Date and the remainder

of the shares underlying the option vesting thereafter in 36 equal monthly installments until the fourth anniversary of the Effective Date, subject to the Executive s continued service with the Company through each such vesting date. This grant

will be subject to the terms of a non-shareholder approved equity incentive plan to be approved by the Board pursuant to the inducement exception provided under NASDAQ Listing Rule

5635(c)(4). We anticipate that the terms of this plan and the applicable stock option agreement will be similar to the terms of the Company s other equity incentive plan and standard form of stock option agreement thereunder.

(h) Indemnification. The Company shall indemnify the Executive to the extent that its officers, directors and

employees are entitled to indemnification pursuant to the Company s Certificate of Incorporation and Bylaws for any acts or omissions by reason of being an officer or employee of the Company as of the Effective Date. At all times during the

Employment Term, the Company shall maintain in effect a director and officers liability insurance policy with the Executive as a covered officer.

3. Termination. The Executive s employment hereunder may be terminated without any breach of this Agreement

under the following circumstances:

(a) Death. The Executive s employment hereunder shall terminate

(b) Disability. The Company may terminate the Executive s employment if the Executive is

disabled and unable to perform or expected to be unable to perform the essential functions of the Executive s then existing position or positions under this Agreement with or without reasonable accommodation for a period of 180 days (which need

not be consecutive) in any 12-month period. If any question shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive s

then existing position or positions with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the Company a certification in reasonable detail by a physician selected by the Company to whom the

Executive or the Executive s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of

the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company s determination of

such issue shall be binding on the Executive. Nothing in this Section 3(b) shall be construed to waive the Executive s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C.

2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. 12101 et seq.

(c) Termination by the Company for Cause. The Company may

terminate the Executive s employment hereunder for Cause. For purposes of this Agreement, Cause shall mean: (i) conduct by the Executive constituting a material act of misconduct in connection with the performance of his

duties, including, without limitation, misappropriation of funds or property of the Company, Parent or any of its or their subsidiaries or affiliates other than the occasional, customary and de minimis use of Company or Parent property for personal

purposes; (ii) the commission by the Executive of acts satisfying the elements of (A) any felony or (B) a misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) any misconduct by the Executive, regardless of

whether or not in the course of the Executive s employment, that would reasonably be expected to result in material injury or reputational harm to the Company, Parent or any of its or their subsidiaries or affiliates if the Executive were to

continue to be employed in the same position; (iv) continued willful nonperformance by the Executive of his material duties hereunder (other than by reason of the Executive s physical or mental illness, incapacity or disability) which, to

the extent it is curable by the Executive, is not cured within thirty (30) after written notice thereof is given to the Executive by the CEO; (v) a breach by the Executive of the Restrictive Covenants Agreement or any of the provisions

contained in Section 8 of this Agreement; (vi) a material violation by the Executive of the Company s or Parent s written employment policies; or (vii) failure to cooperate with a bona fide internal investigation or an

investigation by regulatory or law enforcement authorities, after being instructed by the Company or Parent to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or

the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation.

(d) Termination by the Company without Cause. The Company may terminate the Executive s employment

hereunder at any time without Cause. Any termination by the Company of the Executive s employment under this Agreement which does not constitute a termination for Cause under Section 3(c) and does not result from the death or disability of

the Executive under Section 3(a) or (b) shall be deemed a termination without Cause.

by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including for Good Reason. For purposes of this Agreement, Good Reason shall mean that the Executive has complied with the Good

Reason Process (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in the Executive s responsibilities, authority or duties provided changes to the Executive s

responsibilities, authority or duties prior to a Change in Control that are made in the good faith discretion of the Company s CEO as part of the Company s evolving business needs and strategy shall not be a Good Reason occurrence;

(ii) a material diminution in the Executive s Base Salary except for across-the-board salary reductions based on the Company s or Parent s financial

performance similarly affecting all or substantially all senior management employees of the Company or Parent; (iii) a material change in the geographic location at which the Executive provides services to the Company such that there is an

increase of at least thirty (30) miles of driving distance to such location from the Executive s principal residence as of

such change; or (iv) the material breach of this Agreement by the Company. Good Reason Process shall mean that (i) the Executive reasonably determines in good faith that a

Good Reason condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Executive

cooperates in good faith with the Company s efforts, for a period not less than 30 days following such notice (the Cure Period ), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to

exist; and (v) the Executive terminates his employment within 180 days after the end of the Cure Period.

4. Matters Related to Termination.

(a) Notice of Termination. Except for termination as specified in Section 3(a), any termination of the

Executive s employment by the Company or any such termination by the Executive shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, a Notice of Termination shall mean a

notice which shall indicate the specific termination provision in this Agreement relied upon.

Termination. Date of Termination shall mean: (i) if the Executive s employment is terminated by death, the date of death; (ii) if the Executive s employment is terminated on account of disability under

Section 3(b) or by the Company for Cause under Section 3(c), the date on which Notice of Termination is given; (iii) if the Executive s employment is terminated by the Company without Cause under Section 3(d), the date on

which a Notice of Termination is given or the date otherwise specified by the Company in the Notice of Termination; (iv) if the Executive s employment is terminated by the Executive under Section 3(e) other than for Good Reason, 30

days after the date on which a Notice of Termination is given, and (v) if the Executive s employment is terminated by the Executive under Section 3(e) for Good Reason, the date on which a Notice of Termination is given after the end

of the Cure Period. Notwithstanding the foregoing, in the event that the Executive gives a Notice of Termination to the Company, the Company may unilaterally accelerate the Date of Termination and such acceleration shall not result in a termination

by the Company for purposes of this Agreement.

(c) Accrued Obligations. If the Executive s employment

with the Company is terminated for any reason, the Company shall pay or provide to the Executive (or to the Executive s authorized representative or estate) (i) any Base Salary earned through the Date of Termination;

(ii) unpaid expense reimbursements (subject to, and in accordance with, Sections 2(c)-(d) of this Agreement); and (iii) any vested benefits the Executive may have under any employee benefit plan of the Company through the Date of

Termination, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plans (collectively, the Accrued Obligations ).