0001047469-12-000187 Sample Contracts

VERASTEM, INC. [ ] Shares Common Stock ($.0001 par value per Share) UNDERWRITING AGREEMENT
Underwriting Agreement • January 13th, 2012 • Verastem, Inc. • Pharmaceutical preparations • New York
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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 13th, 2012 • Verastem, Inc. • Pharmaceutical preparations • Massachusetts

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), dated January 13, 2012, by and between Verastem, Inc. (the “Company”), a Delaware corporation with its principal place of business at 215 First Street, Suite 440, Cambridge, MA 02199, and Robert Forrester (the “Executive”) of 346 Gay Street, Westwood, MA 02142 amends and restates in its entirety the Employment Agreement, dated as of March 3, 2011 between the Company and the Executive, as amended by a letter agreement between the Company and the Executive, dated December 31, 2011.

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. WHITEHEAD INSTITUTE FOR BIOMEDICAL RESEARCH and VERASTEM, INC. AMENDED AND RESTATED EXCLUSIVE PATENT LICENSE AND TANGIBLE...
Exclusive Patent License and Tangible Property Agreement • January 13th, 2012 • Verastem, Inc. • Pharmaceutical preparations • Massachusetts

This Amended and Restated Agreement (the “AGREEMENT”), effective as of January 11, 2012 (the “RESTATEMENT 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 215 First Street, Suite 440, Cambridge, MA 02142.

VERASTEM, INC. Restricted Stock Unit Agreement Granted under 2012 Incentive Plan NOTICE OF GRANT
Restricted Stock Unit Agreement • January 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.

VERASTEM, INC. Incentive Stock Option Agreement Granted Under 2012 Incentive Plan
Incentive Stock Option Agreement • January 13th, 2012 • Verastem, Inc. • Pharmaceutical preparations
VERASTEM, INC. Nonstatutory Stock Option Agreement Granted Under 2012 Incentive Plan
Nonstatutory Stock Option Agreement • January 13th, 2012 • Verastem, Inc. • Pharmaceutical preparations
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