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 Companys 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 Companys 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 Purchasers executor and shall be exercisable by delivery to the Purchaser or the Purchasers 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
(a) The Shares shall be released from the Companys Repurchase Option pursuant to the following
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 Purchasers 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.