VERASTEM, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 8th, 2017 • Verastem, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [_______] [_], 2017, between Verastem, Inc., a Delaware corporation (the “Company”), and [______] (“Indemnitee”).
Verastem, Inc. Up to $100,000,000 of Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • August 2nd, 2021 • Verastem, Inc. • Pharmaceutical preparations • New York
Verastem, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 28th, 2022 • Verastem, Inc. • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of March 25, 2022 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender and OXFORD FINANCE CREDIT FUND III, LP, by its manager Oxford Finance Advisors, LLC, with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314 (“OFCF III”) (each a “Lender” and collectively, the “Lenders”), and VERASTEM, INC., a Delaware corporation, with offices located at 117 Kendrick Street, Suite 500, Needham, MA 02494 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. Th
7,777,778 Shares Verastem, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • May 18th, 2018 • Verastem, Inc. • Pharmaceutical preparations • New York
VERASTEM, INC. Indemnification AgreementIndemnification Agreement • December 7th, 2011 • Verastem, Inc. • Pharmaceutical preparations • Delaware
This Agreement is made as of the day of 201 , by and between Verastem, Inc. a Delaware corporation (the “Corporation”), and (the “Indemnitee”), a director or officer of the Corporation.
Verastem, Inc. 7,181,409 Shares of Common Stock Pre-Funded Warrants to Purchase 1,538,591 Shares of Common Stock ($0.0001 par value per share) Underwriting AgreementUnderwriting Agreement • June 21st, 2023 • Verastem, Inc. • Pharmaceutical preparations • New York
Verastem, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, (i) 7,181,409 shares (the “Underwritten Shares”) of common stock, $0.0001 par value per share (“Common Stock”) of the Company and (ii) pre-funded warrants to purchase an aggregate of 1,538,591 shares of Common Stock at an exercise price equal to $0.001 per share (the “Pre-Funded Warrants” and, together with the Underwritten Shares, the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 1,308,000 additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Shares, being hereinafter called the “Shares”). The Underwritten Securities and any Option Securities purchased pursuant to this underwriting agreement (this “Agreement”) are herein collectively called the “Se
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 23rd, 2017 • Verastem, Inc. • Pharmaceutical preparations • California
This LOAN AND SECURITY AGREEMENT is made and dated as of March 21, 2017, and is entered into by and among (a) VERASTEM, INC., a Delaware corporation (“Verastem”), and each of its Qualified Subsidiaries (hereinafter collectively referred to as the “Borrower”), (b) the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as “Lender”), and (c) HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lender (in such capacity, the “Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 29th, 2018 • Verastem, Inc. • Pharmaceutical preparations • Massachusetts
THIS EMPLOYMENT AGREEMENT (the “Agreement”), effective August 28, 2018, is by and between Verastem, Inc. (the “Company”), a Delaware corporation with its principal place of business at 117 Kendrick Street, Suite 500, Needham, MA 02494, and Robert E. Gagnon (the “Executive”).
VERASTEM, INC. and U.S. Bank TRUST COMPANY, National Association, as Trustee INDENTURE Dated as of [ ], [ ]Indenture • November 8th, 2023 • Verastem, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [ ], [ ] by and between Verastem, Inc., a Delaware corporation, as Issuer (the “Company”) and U.S. Bank Trust Company, National Association, as Trustee (the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 4th, 2023 • Verastem, Inc. • Pharmaceutical preparations
THIS EMPLOYMENT AGREEMENT (the “Agreement”), effective as of August 1, 2023 (the “Effective Date”), is by and between Verastem, Inc. (the “Company”), a Delaware corporation with its principal place of business at 117 Kendrick Street, Suite 500, Needham, MA 02494, and Daniel W. Paterson (the “Executive”).
Restricted Stock Unit Agreement (Inducement Award)Restricted Stock Unit Agreement • August 2nd, 2021 • Verastem, Inc. • Pharmaceutical preparations
This agreement (this “Agreement”) evidences an inducement award (the “Award”) of Restricted Stock Units (“RSUs”) by Verastem, Inc., a Delaware corporation (the “Company”), to the individual named above (the “Participant”). The RSUs are granted to the Participant in connection with the Participant’s entering into employment with the Company and is regarded by the parties as an inducement material to the Participant’s entering into employment within the meaning of NASDAQ Listing Rule 5635(c)(4).
VERASTEM, INC. RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • March 30th, 2012 • Verastem, Inc. • Pharmaceutical preparations • Massachusetts
THIS RESTRICTED STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of August 11, 2010, by and between Verastem, Inc., a Delaware corporation (the “Company”), and Christoph Westphal (“Purchaser”).
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (“SEC”). REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SEC. LICENSE AND...License and Collaboration Agreement • November 7th, 2018 • Verastem, Inc. • Pharmaceutical preparations • New York
This LICENSE AND COLLABORATION AGREEMENT (this “Agreement”) is made as of ___________, 2018 (the “Effective Date”), by and between VERASTEM, INC., a Delaware corporation (“Verastem”), having a place of business at 117 Kendrick Street, #500, Needham, MA 02494, USA, and CSPC PHARMACEUTICAL GROUP LIMITED, a Chinese corporation (“Licensee”), having a place of business at Suite 3206, 32/F, Central Plaza, Wanchai, Hong Kong. Verastem and Licensee are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
CONSULTING AGREEMENTConsulting Agreement • March 23rd, 2017 • Verastem, Inc. • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (together with its attachments, this “Agreement”) made as of the date written above (the “Effective Date”) is between Verastem, Inc. a Delaware corporation having an address at 117 Kendrick Street, Suite 500, Needham, MA 02494 (the “Company”), and Greg Berk, residing at 133 Claybrook Road, Dover, MA 02030, (“Consultant”). The Company desires to have the benefit of Consultant's knowledge and experience, and Consultant desires to provide Consulting Services (defined below) to the Company, all as provided in this Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 28th, 2020 • Verastem, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 27, 2020 (the “Effective Date”), among Verastem, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each a “Purchaser” and collectively the “Purchasers”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. LICENSE AGREEMENT 17 November, 2011 by and between VERASTEM, INC., a Delaware corporation and PONIARD PHARMACEUTICALS, INC., a...License Agreement • December 22nd, 2011 • Verastem, Inc. • Pharmaceutical preparations • New York
This License Agreement is entered into and made effective as of this 17th day of November, 2011 (the “Effective Date”), by and between VERASTEM, INC., a Delaware corporation (“Verastem”) located at 215 First Street, Suite 440, Cambridge, MA 02142, and PONIARD PHARMACEUTICALS, INC., a Washington corporation (“Poniard”) located at 300 Elliott Avenue West, Suite 500, Seattle, WA 98119.
VERASTEM, INC. Restricted Stock Unit Agreement Granted under 2012 Incentive Plan NOTICE OF GRANTRestricted Stock Unit Agreement • May 7th, 2020 • Verastem, Inc. • Pharmaceutical preparations • Delaware
This Restricted Stock Unit Agreement (this “Agreement”) is made as of the Agreement Date between Verastem, Inc. (the “Company”), a Delaware corporation, and the Participant.
Re: 3(a)(9) Exchange AgreementLetter Agreement • November 7th, 2022 • Verastem, Inc. • Pharmaceutical preparations • New York
This letter agreement (the “Agreement” ) confirms the agreement of Verastem, Inc. (the “Company"), and the holders of the common stock, par value $0.0001 per share, of the Company (the “Common Stock”) listed on Schedule I attached hereto (“Stockholders”), pursuant to which the Stockholders have agreed to exchange an aggregate of 10,000,000 shares (the “Shares”) of Common Stock, beneficially owned by the Stockholders, in consideration for a total of 1,000,000 shares of Series A preferred stock, par value $0.0001 per share, of the Company (the “Preferred Shares”), which shall have the rights, preferences and privileges set forth in the Certificate of Designations set forth on Exhibit A attached hereto (the “COD”). The Preferred Shares will be convertible into a total of 10,000,000 shares of Common Stock (subject to adjustment as provided in the COD), subject to beneficial ownership conversion limitations set forth in the COD.
VERASTEM, INC. Restricted Stock Unit Agreement Performance-Vesting Restricted Stock Unit Granted under 2012 Incentive Plan NOTICE OF GRANTRestricted Stock Unit Agreement • November 13th, 2012 • Verastem, Inc. • Pharmaceutical preparations • Delaware
This Restricted Stock Unit Agreement (this “Agreement”) is made as of the Agreement Date between Verastem, Inc. (the “Company”), a Delaware corporation, and the Participant.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. WHITEHEAD INSTITUTE FOR BIOMEDICAL RESEARCH And VERASTEM, INC. EXCLUSIVE PATENT LICENSE AND TANGIBLE PROPERTY AGREEMENTEquity Issuance Agreement • November 3rd, 2011 • Verastem, Inc. • Massachusetts
This Agreement, effective as of October 13, 2010 (the “EFFECTIVE DATE”), is by and between the Whitehead Institute for Biomedical Research (“WHITEHEAD”), a Delaware corporation, with a principal office at Nine Cambridge Center, Cambridge, Massachusetts 02142, and Verastem, Inc. (“COMPANY”), a Delaware corporation, with a principal place of business at c/o Longwood Founders Fund, 800 Boylston Street, Suite 1555, Boston, Massachusetts 02199.
ASSET PURCHASE AGREEMENT Between VERASTEM, INC. and S*BIO PTE LTD. Dated as of May 10, 2012Asset Purchase Agreement • August 13th, 2012 • Verastem, Inc. • Pharmaceutical preparations • New York
This Asset Purchase Agreement (this “Agreement”) is entered into as of May 10, 2012, by and between Verastem, Inc., a Delaware corporation (“Buyer”), and S*Bio Pte Ltd, a company organized under the laws of Singapore (“Seller”).
PURCHASE AGREEMENTPurchase Agreement • June 15th, 2018 • Verastem, Inc. • Pharmaceutical preparations • New York
This PURCHASE AGREEMENT (this “Agreement”) is dated as of June 14, 2018, between Verastem, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (collectively, the “Purchaser”).
VERASTEM, INC. Nonstatutory Stock Option Agreement Inducement AwardStock Option Agreement • December 19th, 2014 • Verastem, Inc. • Pharmaceutical preparations
EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2012 • Verastem, Inc. • Pharmaceutical preparations • Massachusetts
THIS EMPLOYMENT AGREEMENT (the “Agreement”) dated March 28, 2012 is by and between Verastem, Inc. (the “Company”), a Delaware corporation with its principal place of business at 215 First Street, Suite 440, Cambridge, MA 02142, and Paul Brannelly (the “Employee”) of 40 Glenellen Road, Boston, MA 02132.
Non-Statutory Stock Option Agreement (Inducement Award)Stock Option Agreement • August 2nd, 2021 • Verastem, Inc. • Pharmaceutical preparations
This agreement (this “Agreement”) evidences an inducement grant of a stock option by Verastem, Inc., a Delaware corporation (the “Company”), to the individual named above (the “Participant”). The stock option is granted to the Participant in connection with the Participant’s entering into employment with the Company and is regarded by the parties as an inducement material to the Participant’s entering into employment within the meaning of NASDAQ Listing Rule 5635(c)(4).
December 1, 2015 John B. Green BY HAND DELIVERY RePart-Time EmploymentVerastem, Inc. • March 3rd, 2016 • Pharmaceutical preparations
This letter memorializes certain mutual understandings with respect to your employment with Verastem, Inc. (the "Company"). Reference is made to the Employment Agreement between you the Company, dated as of March 10, 2013 (the "Employment Agreement"). This letter supplements (and, to the extent of any conflict, supersedes) the Employment Agreement.
PRE-FUNDED WARRANT TO PURCHASE STOCKVerastem, Inc. • June 21st, 2023 • Pharmaceutical preparations • Massachusetts
THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [___] (together with any successor or permitted assignee or transferee of this warrant to purchase stock (this “Warrant”) or of any shares issued upon exercise hereof, “Holder”) is entitled, at any time on or after the above-referenced Issue Date, to purchase up to the above-stated number of fully paid and non-assessable shares (the “Shares”) of the above-stated Type/Series of Stock (the “Class”) of the above-named company (the “Company”) until this Warrant is exercised in full, all as set forth above and as adjusted pursuant to Section 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. The aggregate exercise price of this Warrant of $9.75, except for a nominal exercise price of $0.001 per Warrant Share (as defined below), was paid to the Company on or prior to the date of issuance of this Warrant, and consequently, no additional consideration (other than the nominal
Verastem, Inc. 13,333,334 Shares of Common Stock Pre-Funded Warrants to Purchase 5,000,000 Shares of Common Stock Warrants to Purchase 18,333,334 Shares of Common Stock ($0.0001 par value per share) Underwriting AgreementUnderwriting Agreement • July 25th, 2024 • Verastem, Inc. • Pharmaceutical preparations • New York
Verastem, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, (i) 13,333,334 shares (the “Shares”) of common stock, $0.0001 par value per share (“Common Stock”) of the Company, (ii) pre-funded warrants to purchase an aggregate of 5,000,000 shares of Common Stock at an exercise price equal to $0.001 per share (the “Pre-Funded Warrants”) in the form set forth on Exhibit A hereto, with one share of Common Stock issuable upon exercise of each Pre-Funded Warrant and (iii) common warrants to purchase an aggregate of up to 18,333,334 shares of Common Stock at an exercise price equal to $3.50 per share in the form set forth on Exhibit B hereto (the “Warrants” and, together with the Shares and Pre-Funded Warrants, the “Securities”). Each Share is being sold together with a Warrant to purchase one share of Common Stock. Each Pre-Funded Warran
CONSULTING AGREEMENTConsulting Agreement • November 7th, 2018 • Verastem, Inc. • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (together with its attachments, this “Agreement”) made as of October 16th, 2018 (the “Effective Date”) is between Verastem, Inc. a Delaware corporation having headquarters located at 117 Kendrick Street, Suite 500, Needham, MA 02494 (the “Company”), and Louise Phanstiel, residing at 123 Miankoma Lane, Amagansett, NY 11930 (“Consultant”). The Company desires to have the benefit of Consultant’s knowledge and experience, and Consultant desires to provide Consulting Services (defined below) to the Company, all as provided in this Agreement.
VERASTEM, INC. Nonstatutory Stock Option Agreement Granted Under 2012 Incentive PlanNonstatutory Stock Option Agreement • May 7th, 2020 • Verastem, Inc. • Pharmaceutical preparations
SECOND SUPPLEMENTAL INDENTUREVerastem, Inc. • November 9th, 2020 • Pharmaceutical preparations • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of [ ], 2020 (“Second Supplemental Indenture”), between Verastem, Inc., a Delaware corporation, as issuer (the “Company”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”), supplementing the Indenture, dated as of October 17, 2018, between the Company and the Trustee (the “Base Indenture” and, as amended, modified and supplemented by this Second Supplemental Indenture, the “Indenture”).
SECOND AMENDMENT TO Loan and security agreementLoan and Security Agreement • March 13th, 2018 • Verastem, Inc. • Pharmaceutical preparations • California
This Second Amendment to Loan and Security Agreement (this “Amendment”) is dated as of March 6, 2018, is entered into by and among VERASTEM, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Loan Agreement (as defined below) as Lender, and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent for itself and Lender (in such capacity, “Agent”).
Incentive Stock Option AgreementIncentive Stock Option Agreement • August 2nd, 2021 • Verastem, Inc. • Pharmaceutical preparations
This agreement (this “Agreement”) evidences a stock option granted by Verastem, Inc., a Delaware corporation (the “Company”), to the individual named above (the “Participant”), pursuant to and subject to the terms of the Verastem, Inc. 2021 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
COMMON STOCK WARRANT AGREEMENT THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANTCommon Stock Warrant Agreement • May 8th, 2014 • Verastem, Inc. • Pharmaceutical preparations • New York
Verastem, Inc., a Delaware corporation (the “Company”), for value received, hereby certifies that Encarta, Inc. or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the date of issuance and on or before 5:00 p.m. (Boston time) on February 21, 2017, 142,857 shares of Common Stock, $0.0001 par value per share, of the Company (“Common Stock”), at a purchase price of $17.16 per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively.
VERASTEM, INC. Restricted Stock Unit Agreement Time-Vesting Restricted Stock Unit Granted under 2012 Incentive Plan NOTICE OF GRANTRestricted Stock Unit Agreement • November 13th, 2012 • Verastem, Inc. • Pharmaceutical preparations • Delaware
This Restricted Stock Unit Agreement (this “Agreement”) is made as of the Agreement Date between Verastem, Inc. (the “Company”), a Delaware corporation, and the Participant.
