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
PRE-FUNDED WARRANT TO PURCHASE STOCKWarrant Agreement • June 21st, 2023 • Verastem, Inc. • 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
