Restricted Stock Purchase Agreement (2019)Full Document 

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ONCTERNAL THERAPEUTICS, INC.

RESTRICTED STOCK PURCHASE AGREEMENT

THIS RESTRICTED STOCK PURCHASE AGREEMENT ("Agreement") is made as of December 14, 2017, by and between ONCTERNAL THERAPEUTICS, INC., a Delaware corporation (the "Company") and Richard G. Vincent (the "Purchaser").

The parties agree as follows:

1. Issuance of Stock. The Company hereby agrees to issue to the Purchaser, and the Purchaser hereby agrees to accept, an aggregate of One Hundred Fifty Five Thousand Eight Hundred Ninety Seven (155,897) shares of the Company’s Common Stock (par value $0.0001 per share) (the "Shares"), in consideration of past or future services to the Company by the Purchaser.

2. Repurchase Option. In the event of any voluntary or involuntary termination of the services of the Purchaser to the Company for any or no reason before all of the Shares are released from the Company’s Repurchase Option (as defined below), the Company shall, upon the date of such termination (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option, but not the obligation, for a period of ninety (90) days from such date to repurchase all or any portion of the Unreleased Shares (as defined below in Section 3) at such time (the "Repurchase Option") at a purchase price of $0.0001 per share (the "Repurchase Price"). The Repurchase Option shall be exercisable by the Company by written notice to the Purchaser or the Purchaser’s executor and shall be exercisable by delivery to the Purchaser or the Purchaser’s executor of cash, check or wire transfer in an amount equal to the Repurchase Price times the number of Shares to be repurchased (the "Aggregate Repurchase Price"). Upon delivery of such notice and the payment of the Aggregate Repurchase Price, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being repurchased by the Company. The Repurchase Option set forth in this Section 2 may be assigned by the Company in whole or in part in its sole and unfettered discretion.

3. Release of Shares From Repurchase Option.

(a) The Shares shall be released from the Company’s Repurchase Option pursuant to the following schedule:

100% of the Shares (the "Restricted Shares") shall be subject to the Repurchase Option. 1/4th of the Restricted Shares shall be released from the Repurchase Option on the one (1) year anniversary of December 14, 2017 (the "Vesting Commencement Date") and 1/48th of the Restricted Shares shall be released from the Repurchase Option on each monthly anniversary following the one (1) year anniversary of the Vesting Commencement Date such that all of the Restricted Shares shall be released from the Repurchase Option on the fourth (4th) year anniversary of the Vesting Commencement Date, subject to the Purchaser’s continuous employment or service to the Company on each such vesting date.

Any of the Shares which, from time to time, have not yet been released from the Repurchase Option are referred to herein as "Unreleased Shares." The number of Shares released each month from the Repurchase Option shall be rounded down to the next whole number of Shares, except in the last month of the fourth (4th) year period when all Unreleased Shares shall be released from the Repurchase Option.


(b) Subject to Section 6, the Shares which have been released from the Repurchase Option shall be delivered to the Purchaser at the Purchaser’s request.

4. Restriction on Transfer. Except for the escrow described below in Section 6, none of the Shares or any beneficial interest therein shall be transferred, encumbered or otherwise disposed of in any manner until the release of such Shares from the Repurchase Option in accordance with the provisions of this Agreement.

5. Marital Dissolution or Legal Separation.

(a) Notwithstanding anything in this Agreement to the contrary, in connection with the dissolution of the Purchaser’s marriage or the legal separation of the Purchaser and the Purchaser’s spouse, the Company shall have the right (the "Special Purchase Right"), if applicable, to purchase from the Purchaser’s spouse, in accordance with the provisions of this Section 5, all or any portion of the Shares which would otherwise be awarded to such spouse in settlement of any community property or other marital property rights such spouse may have in such shares.

(b) The Purchaser shall promptly provide the Company with written notice (the "Dissolution Notice") of (i) the entry of any judicial decree or order resolving the property rights of the Purchaser and the Purchaser’s spouse in connection with their marital dissolution or legal separation or (ii) the execution of any contract or agreement relating to the distribution or division of such property rights. The Dissolution Notice shall be accompanied by a copy of the actual decree or order of dissolution or contract or agreement between the Purchaser and the Purchaser’s spouse which provides for the award to the spouse of one or more Shares in settlement of any community property or other marital property rights such spouse may have in such shares.

(c) The Special Purchase Right shall be exercisable by delivery of written notice (the "Purchase Notice") to the Purchaser and the Purchaser’s spouse within forty-five (45) days after the Company’s receipt of the Dissolution Notice. The Purchase Notice shall indicate the number of Shares to be purchased by the Company, the date such purchase is to be effected (such date to be not less than five (5) business days, nor more than fifteen (15) business days, after the date of the Purchase Notice) and the fair market value to be paid for such Shares. The Purchaser (or the Purchaser’s spouse, to the extent such spouse has physical possession of the Shares) shall, prior to the close of business on the date specified for the purchase, deliver to the Company the certificates representing the shares to be purchased. The Company shall, concurrently with the receipt of the stock certificates, pay to the Purchaser’s spouse (in cash or cash equivalents) an amount equal to the fair market value specified for such shares in the Purchase Notice.

(d) If the Purchaser’s spouse does not agree with the fair market value specified for the Shares in the Purchase Notice, then the spouse shall promptly notify the Company in writing of such disagreement and the fair market value of such Shares shall thereupon be determined by an appraiser of recognized standing selected by the Company and the spouse. If they cannot agree on an appraiser within fifteen (15) days after the date of the Purchase Notice, each shall select an appraiser of recognized standing, and the two (2) appraisers shall designate a third appraiser of recognized standing whose appraisal shall be determinative of such value. The cost of the appraisal shall be shared equally by the Company and the Purchaser’s spouse. The closing shall then be held on the fifteenth (15th) business day following the

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