0000950123-16-013508 Sample Contracts

FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • February 5th, 2016 • G1 Therapeutics, Inc. • Pharmaceutical preparations • North Carolina

THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is entered into and effective as of February 1, 2015, by and between GI Therapeutics, Inc., a Delaware corporation (the “Company”) and Mark A. Velleca (the “Executive”).

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • February 5th, 2016 • G1 Therapeutics, Inc. • Pharmaceutical preparations • North Carolina

This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), is made and entered into effective as of July 1, 2014 (the “Effective Date”), by and between G1 Therapeutics, Inc., a Delaware corporation (the “Company”), and Rajesh Malik (“Employee”).

DIRECTOR AGREEMENT
Director Agreement • February 5th, 2016 • G1 Therapeutics, Inc. • Pharmaceutical preparations • North Carolina

This DIRECTOR AGREEMENT (the “Agreement”), is made and entered into, effective July 1, 2014 (the “Effective Date”), by and between G1 Therapeutics, Inc., a Delaware corporation (the “Company”), and Seth Rudnick, MD (“Board Member”).

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 5th, 2016 • G1 Therapeutics, Inc. • Pharmaceutical preparations • Delaware

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is made and entered into as of the 4th day of February, 2015, by and among G1 Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.

Contract
Warrant Agreement • February 5th, 2016 • G1 Therapeutics, Inc. • Pharmaceutical preparations • North Carolina

THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED TAI THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

BOARD OBSERVER AGREEMENT
Board Observer Agreement • February 5th, 2016 • G1 Therapeutics, Inc. • Pharmaceutical preparations • North Carolina

THIS BOARD OBSERVER AGREEMENT is entered into as of July 20, 2015 by and between G1 Therapeutics, Inc., a Delaware corporation (the “Company”), and Dr. Norman Sharpless (“Observer”).

SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
Stockholders Agreement • February 5th, 2016 • G1 Therapeutics, Inc. • Pharmaceutical preparations • Delaware

This Second Amended and Restated Stockholders Agreement (this “Agreement”) is made and entered into as of February 4, 2015, by and among G1 Therapeutics, Inc., a Delaware corporation (the “Company”), the individuals and entities identified on Schedule A as the Series 1 Preferred Stockholders (the “Series 1 Preferred Stockholders”), the individuals and entities identified on Schedule A as the Series A Preferred Stockholders (the “Series A Preferred Stockholders”), the individuals and entities identified on Schedule A as the Series B Preferred Stockholders (the “Series B Preferred Stockholders”, and together, with the Series 1 Preferred Stockholders and the Series A Preferred Stockholders, each, an “Investor” and collectively, the “Investors”), and the individuals or entities identified on Schedule A hereto as the Key Holders (each a “Key Holder” and collectively, the “Key Holders”). The Investors and the Key Holders are sometimes referred to herein collectively as the “Stockholders,” an

ADVISORY BOARD MEMBER AGREEMENT July 1, 2014
Advisory Board Member Agreement • February 5th, 2016 • G1 Therapeutics, Inc. • Pharmaceutical preparations • North Carolina
CONSULTING AGREEMENT
Consulting Agreement • February 5th, 2016 • G1 Therapeutics, Inc. • Pharmaceutical preparations • North Carolina

THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of June 3, 2014 (the “Effective Date”), by and between G1 Therapeutics, Inc., a Delaware corporation (the “Company”) and Gregory Mossinghoff (the “Consultant”).

SECOND AMENDED AND RESTATED CONSULTING AGREEMENT
Consulting Agreement • February 5th, 2016 • G1 Therapeutics, Inc. • Pharmaceutical preparations • North Carolina

This Second Amended and Restated Consulting Agreement (this “Agreement”) is made as of July 1, 2015 (the “Effective Date”), by and between G1 Therapeutics, Inc., a Delaware corporation (“Company”), and Norman E. Sharpless, an individual (“Consultant”).

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