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
WARRANT TO PURCHASE STOCKWarrant to Purchase Stock • July 25th, 2024 • 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, 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”) at the above stated Exercise Price, , 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.
