EX-10.2






 Exhibit 10.2 

RAIN THERAPEUTICS INC. 
  

 
 AMENDED AND
RESTATED 2018 STOCK OPTION/STOCK ISSUANCE PLAN 
  

 
 Amended and
Restated as of March 15, 2019 













 RAIN THERAPEUTICS INC. 

AMENDED AND RESTATED 2018 STOCK OPTION/STOCK ISSUANCE PLAN 

ARTICLE ONE 
 GENERAL
PROVISIONS 
  

	 	I.	 PURPOSE OF THE PLAN 



This Amended and Restated 2018 Stock Option/Stock Issuance Plan is intended to promote the interests of Rain Therapeutics Inc., a Delaware
corporation, by providing eligible persons in the Corporation’s employ or service with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest, in the Corporation as an incentive for them to continue
in such employ or service. 
 Capitalized terms herein shall have the meanings assigned to such terms in the attached Appendix. 

 

	 	II.	 STRUCTURE OF THE PLAN 



A. The Plan shall be divided into two (2) separate equity programs: 

(1) the Option Grant Program under which eligible persons may, at the discretion of the Plan Administrator, be granted options
to purchase shares of Common Stock, and 
 (2) the Stock Issuance Program under which eligible persons may, at the discretion
of the Plan Administrator, be issued shares of Common Stock directly, either through the immediate purchase of such shares or as a bonus for services rendered the Corporation (or any Parent or Subsidiary). 

B. The provisions of Articles One and Four shall apply to both equity programs under the Plan and shall accordingly govern the interests of
all persons under the Plan. 
  

	 	III.	 ADMINISTRATION OF THE PLAN 



A. The Plan shall be administered by the Board. However, any or all administrative functions otherwise exercisable by the Board may be
delegated to the Committee. Members of the Committee shall serve for such period of time as the Board may determine and shall be subject to removal by the Board at any time. The Board may also at any time terminate the functions of the Committee and
reassume all powers and authority previously delegated to the Committee. 













 B. The Plan Administrator shall have full power and authority (subject to the provisions of
the Plan) to establish such rules and regulations as it may deem appropriate for proper administration of the Plan and to make such determinations under, and issue such interpretations of, the Plan and any outstanding options or stock issuances
thereunder as it may deem necessary or advisable. Decisions of the Plan Administrator shall be final and binding on all parties who have an interest in the Plan or any option grant or stock issuance thereunder. 

 

	 	IV.	 ELIGIBILITY 



A. The persons eligible to participate in the Plan are as follows: 

(1) Employees, 

(2) non-employee members of the Board or the
non-employee members of the board of directors of any Parent or Subsidiary, and 

(3) consultants and other independent advisors who provide services to the Corporation (or any Parent or Subsidiary). 

B. The Plan Administrator shall have full authority to determine, (i) with respect to the grants made under the Option Grant Program,
which eligible persons are to receive such grants, the time or times when those grants are to be made, the number of shares to be covered by each such grant, the status of the granted option as either an Incentive Option or a Non-Statutory Option, the time or times when each option is to become exercisable, the vesting schedule (if any) applicable to the option shares and the maximum term for which the option is to remain outstanding,
and (ii) with respect to stock issuances made under the Stock Issuance Program, which eligible persons are to receive such issuances, the time or times when those issuances are to be made, the number of shares to be issued to each Participant,
the vesting schedule (if any) applicable to the issued shares and the consideration to be paid by the Participant for such shares. 
 C. The
Plan Administrator shall have the absolute discretion either to grant options in accordance with the Option Grant Program or to effect stock issuances in accordance with the Stock Issuance Program. 

 

	 	V.	 STOCK SUBJECT TO THE PLAN 



A. The stock issuable under the Plan shall be shares of authorized but unissued or reacquired Common Stock. The maximum number of shares of
Common Stock which may be issued over the term of the Plan shall not exceed One Million Two Hundred Thirty Two Thousand Two Hundred Twenty Two (1,232,222) shares. 

B. Shares of Common Stock subject to outstanding options shall be available for subsequent issuance under the Plan to the extent (i) the
options expire or terminate for any reason prior to exercise in full or (ii) the options are cancelled in accordance with the cancellation-regrant provisions of Article Two. Unvested shares issued under the Plan and subsequently repurchased by
the Corporation, at a price per share not greater than the option exercise or direct 

  
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issue price paid per share, pursuant to the Corporation’s repurchase rights under the Plan shall be added back to the number of shares of Common Stock reserved for issuance under the Plan
and shall accordingly be available for reissuance through one or more subsequent option grants or direct stock issuances under the Plan. 

C. Should any change be made to the Common Stock by reason of any stock split, reverse stock split, stock dividend, recapitalization,
combination of shares, reclassification of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration, appropriate adjustments shall be made to (i) the
maximum number and/or class of securities issuable under the Plan and (ii) the number and/or class of securities and the exercise price per share in effect under each outstanding option in order to prevent the dilution or enlargement of
benefits thereunder. The adjustments determined by the Plan Administrator shall be final, binding and conclusive. In no event shall any such adjustments be made in connection with the conversion of one or more outstanding shares of the
Corporation’s preferred stock into shares of Common Stock. 

  
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 ARTICLE TWO 

OPTION GRANT PROGRAM 
  

	 	I.	 OPTION TERMS 



Each option shall be evidenced by one or more documents in the form approved by the Plan Administrator; provided, however, that
each such document shall comply with the terms specified below. Each document evidencing an Incentive Option shall, in addition, be subject to the provisions of the Plan applicable to such options. 

A. Exercise Price. 

(i) The exercise price per share shall be fixed by the Plan Administrator in accordance with the following provisions: 

(1) The exercise price per share shall not be less than the Fair Market Value per share of Common Stock on
the option grant date. 
 (2) If the person to whom the option is granted is a 10% Stockholder, then the exercise price per
share shall not be less than one hundred percent (100%) of the Fair Market Value per share of Common Stock on the option grant date. 

(ii) The exercise price shall become immediately due upon exercise of the option and shall, subject to the provisions of Section I of Article
Four and the documents evidencing the option, be payable in cash or check made payable to the Corporation. Should the Common Stock be registered under Section 12 of the 1934 Act at the time the option is exercised, then the exercise price may
also be paid as follows: 
 (1) in shares of Common Stock held for the requisite period necessary to avoid a charge to the
Corporation’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, or 
 (2)
to the extent the option is exercised for vested shares, pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of the shares, results in the receipt of cash (or check) by the
Corporation. 
 Except to the extent such sale and remittance procedure is utilized, payment of the exercise price for the purchased shares
must be made on the Exercise Date. 
 B. Exercise and Term of Options. Each option shall be exercisable at such time or times,
during such period and for such number of shares as shall be determined by the Plan Administrator and set forth in the documents evidencing the option grant. However, no option shall have a term in excess of ten (10) years measured from the
option grant date. 

  
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 C. Effect of Termination of Service. 

(i) The following provisions shall govern the exercise of any options held by the Optionee at the time of cessation of Service or death: 

(1) Should the Optionee cease to remain in Service for any reason other than death, Disability or Misconduct, then the
Optionee shall have a period of three (3) months following the date of such cessation of Service during which to exercise each outstanding option held by such Optionee. 

(2) Should Optionee’s Service terminate by reason of Disability, then the Optionee shall have a period of twelve
(12) months following the date of such cessation of Service during which to exercise each outstanding option held by such Optionee. 

(3) If the Optionee dies while holding an outstanding option, then the personal representative of his or her estate or the
person or persons to whom the option is transferred pursuant to the Optionee’s will or the laws of inheritance or the Optionee’s designated beneficiary or beneficiaries of that option shall have a twelve (12) month period following
the date of the Optionee’s death to exercise such option. 
 (4) Under no circumstances, however, shall any such option
be exercisable after the specified expiration of the option term. 
 (5) During the applicable post-Service exercise period,
the option may not be exercised in the aggregate for more than the number of vested shares for which the option is exercisable on the date of the Optionee’s cessation of Service. No additional shares shall vest under the option following the
Optionee’s cessation of Service, except to the extent (if any) specifically authorized by the Plan Administrator in its sole discretion pursuant to an express written agreement with Optionee. Upon the expiration of the applicable exercise
period or (if earlier) upon the expiration of the option term, the option shall terminate and cease to be outstanding for any vested shares for which the option has not been exercised. 

(ii) The Plan Administrator shall have the discretion, exercisable either at the time an option is granted or at any time while the option
remains outstanding, to: 
 (1) extend the period of time for which the option is to remain exercisable following
Optionee’s cessation of Service or death from the limited period otherwise in effect for that option to such greater period of time as the Plan Administrator shall deem appropriate, but in no event beyond the expiration of the option term,
and/or 

  
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 (2) permit the option to be exercised, during the applicable post-Service
exercise period, not only with respect to the number of vested shares of Common Stock for which such option is exercisable at the time of the Optionee’s cessation of Service but also with respect to one or more additional installments in which
the Optionee would have vested under the option had the Optionee continued in Service. 
 D. Stockholder Rights. The holder of
an option shall have no stockholder rights with respect to the shares subject to the option until such person shall have exercised the option, paid the exercise price and become the recordholder of the purchased shares. 

E. Unvested Shares. The Plan Administrator shall have the discretion to grant options which are exercisable for unvested shares
of Common Stock. Should the Optionee cease Service while holding such unvested shares, the Corporation shall have the right to repurchase any or all of those unvested shares at a price per share equal to the lower of (i) the exercise
price paid per share or (ii) the Fair Market Value per share of Common Stock at the time of Optionee’s cessation of Service; provided, however that the repurchase at Fair Market Value shall terminate upon the effective date of the initial
public offering of the Common Stock of the Corporation. The terms upon which such repurchase right shall be exercisable (including the period and procedure for exercise and the appropriate vesting schedule for the purchased shares) shall be
established by the Plan Administrator and set forth in the document evidencing such repurchase right. The Plan Administrator may not impose a vesting schedule upon any option grant or the shares of Common Stock subject to that option which is more
restrictive than twenty percent (20%) per year vesting, with the initial vesting to occur not later than one (1) year after the option grant date. However, such limitation shall not be applicable to any option grants made to individuals who are
officers of the Corporation, non-employee Board members or independent consultants. 
 F.
First Refusal Rights. Until such time as the Common Stock is first registered under Section 12 of the 1934 Act, the Corporation shall have the right of first refusal with respect to any proposed disposition by the Optionee (or any
successor in interest) of any shares of Common Stock issued under the Plan. Such right of first refusal shall be exercisable in accordance with the terms established by the Plan Administrator and set forth in the document evidencing such right. 

G. Limited Transferability of Options. An Incentive Stock Option shall be exercisable only by the Optionee during his or her
lifetime and shall not be assignable or transferable other than by will or by the laws of inheritance following the Optionee’s death. A Non-Statutory Option may be assigned in whole or in part during the
Optionee’s lifetime to one or more members of the Optionee’s “immediate family” (as such term is defined in Rule 16a-1(e) promulgated under the 1934 Act) or to an intervivos or grantor
trust established exclusively for one or more such immediate family members. The assigned portion may only be exercised by the person or persons who acquire a proprietary interest in the Non-Statutory Option
pursuant to the assignment. The terms applicable to the assigned portion shall be the same as those in effect for the option immediately prior to such assignment and shall be set forth in such documents issued to the assignee as the Plan
Administrator may deem appropriate. Notwithstanding the foregoing, 

  
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the Optionee may also designate one or more persons as the beneficiary or beneficiaries of his or her outstanding options under the Plan, and those options shall, in accordance with such
designation, automatically be transferred to such beneficiary or beneficiaries upon the Optionee’s death while holding those options. Such beneficiary or beneficiaries shall take the transferred options subject to all the terms and conditions
of the applicable agreement evidencing each such transferred option, including (without limitation) the limited time period during which the option may be exercised following the Optionee’s death. 

 

	 	II.	 INCENTIVE OPTIONS 



The terms specified below shall be applicable to all Incentive Options. Except as modified by the provisions of this Section II, all the
provisions of Articles One, Two and Four shall be applicable to Incentive Options. Options which are specifically designated as Non-Statutory Options shall not be subject to the terms of this Section II. 

A. Eligibility. Incentive Options may only be granted to Employees. 

B. Exercise Price. The exercise price per share shall not be less than one hundred percent (100%) of the Fair Market Value per
share of Common Stock on the option grant date. 
 C. Dollar Limitation. The aggregate Fair Market Value of the shares of
Common Stock (determined as of the respective date or dates of grant) for which one or more options granted to any Employee under the Plan (or any other option plan of the Corporation or any Parent or Subsidiary) may for the first time become
exercisable as Incentive Options during any one (1) calendar year shall not exceed the sum of One Hundred Thousand Dollars ($100,000). To the extent the Employee holds two (2) or more such options which become exercisable for the first
time in the same calendar year, the foregoing limitation on the exercisability of such options as Incentive Options shall be applied on the basis of the order in which such options are granted. To the extent an Option designated as an Incentive
Stock Option would become exercisable for the first time for an amount in excess of One Hundred Thousand Dollars, the excess amount shall be exercisable as a Non-Statutory Stock Option. 

D. 10% Stockholder. If any Employee to whom an Incentive Option is granted is a 10% Stockholder, then the option term shall not
exceed five (5) years measured from the option grant date. 
  

	 	III.	 CHANGE IN CONTROL 



A. None of the outstanding options under the Plan shall vest in whole or in part on an accelerated basis upon the occurrence of a Change in
Control, and those options shall be assumable by any successor corporation in the Change in Control. However, the Plan Administrator shall have the discretionary authority to structure one or more options grants under the Plan so that each of those
particular options shall automatically accelerate in whole or in part, immediately prior to the effective date of that Change in Control, and become exercisable for all the shares of Common Stock at the time subject to the accelerated portion of
such option and may be exercised for any or all of those accelerated shares as fully vested shares of Common Stock. 

  
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 B. None of the outstanding repurchase rights under the Plan shall terminate on an
accelerated basis upon the occurrence of a Change in Control, and those rights shall be assignable to any successor corporation in the Change in Control. However, the Plan Administrator shall have the discretionary authority to structure one or more
repurchase rights under the Plan so that those particular rights shall automatically terminate in whole or in part, and the shares of Common Stock subject to those terminated rights shall immediately vest, in the event of a Change in Control. 

C. Immediately following the consummation of the Change in Control, all outstanding options under the Plan shall terminate and cease to be
outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in full force and effect pursuant to the terms of the Change in Control transaction. 

D. Each option which is assumed in connection with a Change in Control or otherwise continued in effect shall be appropriately adjusted,
immediately after such Change in Control, to apply to the number and class of securities or cash or other property which would have been issuable to the Optionee in consummation of such Change in Control had the option been exercised immediately
prior to such Change in Control. Appropriate adjustments to reflect such Change in Control shall also be made to the exercise price payable per share under each outstanding option, provided the aggregate exercise price payable for such
securities shall remain the same. To the extent the actual holders of the Corporation’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in
connection with the assumption of the outstanding options under the Plan, substitute one or more shares of its own common stock with a fair market value equivalent to the cash or other property consideration paid per share of Common Stock in such
Change in Control transaction. 
 E. The Plan Administrator shall have full power and authority to structure one or more outstanding options
under the Plan so that those options shall vest and become exercisable on an accelerated basis for all or a portion of the shares of Common Stock at the time subject to those options, should the Optionee’s Service subsequently terminate by
reason of an Involuntary Termination within a designated period following the effective date of a Change in Control transaction. In addition, the Plan Administrator may structure one or more of the Corporation’s repurchase rights so that those
rights shall immediately terminate on an accelerated basis with respect to all or a portion of the shares held by the Optionee at the time of such Involuntary Termination, and the shares subject to those terminated repurchase rights shall
accordingly vest at that time. 
 F. The portion of any Incentive Option accelerated in connection with a Change in Control or subsequent
Involuntary Termination of the Optionee’s Service shall remain exercisable as an Incentive Option only to the extent the applicable One Hundred Thousand Dollar ($100,000) limitation is not exceeded. To the extent such dollar limitation is
exceeded, the accelerated portion of such option shall be exercisable as a Nonstatutory Option under the Federal tax laws. 

  
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 G. The outstanding options shall in no way affect the right of the Corporation to adjust,
reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets. 

 

	 	IV.	 CANCELLATION AND REGRANT OF OPTIONS 



The Plan Administrator shall have the authority to effect, at any time and from time to time, with the consent of the affected option holders,
the cancellation of any or all outstanding options under the Plan and to grant in substitution therefor new options covering the same or different number of shares of Common Stock but with an exercise price per share based on the Fair Market Value
per share of Common Stock on the new option grant date. 

  
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 ARTICLE THREE 

STOCK ISSUANCE PROGRAM 
  

	 	I.	 STOCK ISSUANCE TERMS 



Shares of Common Stock may be issued under the Stock Issuance Program through direct and immediate issuances without any intervening option
grants. Each such stock issuance shall be evidenced by a Stock Issuance Agreement which complies with the terms specified below. 
 A.
Purchase Price. 
 (i) The purchase price per share shall be fixed by the Plan Administrator but shall not be less than one
hundred percent (100%) of the Fair Market Value per share of Common Stock on the issue date. However, the purchase price per share of Common Stock issued to a 10% Stockholder shall not be less than one hundred percent (100%) of such Fair Market
Value. 
 (ii) Subject to the provisions of Section I of Article Four, shares of Common Stock may be issued under the Stock Issuance
Program for any of the following items of consideration which the Plan Administrator may deem appropriate in each individual instance: 

(1) cash or check made payable to the Corporation, or 

(2) past services rendered to the Corporation (or any Parent or Subsidiary). 

B. Vesting Provisions. 

(i) Shares of Common Stock issued under the Stock Issuance Program may, in the discretion of the Plan Administrator, be fully and immediately
vested upon issuance or may vest in one or more installments over the Participant’s period of Service or upon attainment of specified performance objectives. However, the Plan Administrator may not impose a vesting schedule upon any stock
issuance effected under the Stock Issuance Program which is more restrictive than twenty percent (20%) per year vesting, with initial vesting to occur not later than one (1) year after the issuance date. Such vesting limitation shall not apply
to any Common Stock issuances made to the officers of the Corporation, non-employee Board members or independent consultants. 

(ii) Any new, substituted or additional securities or other property (including money paid other than as a regular cash dividend) which the
Participant may have the right to receive with respect to the Participant’s unvested shares of Common Stock by reason of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares,
exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration shall be issued subject to (i) the same vesting requirements applicable to the Participant’s
unvested shares of Common Stock and (ii) such escrow arrangements as the Plan Administrator shall deem appropriate. 

  
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 (iii) The Participant shall have full stockholder rights with respect to any shares of
Common Stock issued to the Participant under the Stock Issuance Program, whether or not the Participant’s interest in those shares is vested. Accordingly, the Participant shall have the right to vote such shares and to receive any regular cash
dividends paid on such shares. 
 (iv) Should the Participant cease to remain in Service while holding one or more unvested shares of
Common Stock issued under the Stock Issuance Program or should the performance objectives not be attained with respect to one or more such unvested shares of Common Stock, then those shares shall be immediately surrendered to the Corporation for
cancellation, and the Participant shall have no further stockholder rights with respect to those shares. To the extent the surrendered shares were previously issued to the Participant for consideration paid in cash or cash equivalent (including the
Participant’s purchase-money indebtedness), the Corporation shall repay to the Participant the lower of (i) the cash consideration paid for the surrendered shares or (ii) the Fair Market Value of those shares at the time of
Participant’s cessation of Service and shall cancel the unpaid principal balance of any outstanding purchase-money note of the Participant attributable to such surrendered shares by the applicable clause (i) or (ii) amount.
Notwithstanding the foregoing, if this Section would cause adverse accounting treatment for the Corporation’s equity compensation program, the Plan Administrator may, in its sole discretion, waive or delay the surrender and/or repurchase of the
unvested shares to minimize or eliminate such adverse accounting treatment. 
 (v) The Plan Administrator may in its discretion waive the
surrender and cancellation of one or more unvested shares of Common Stock (or other assets attributable thereto) which would otherwise occur upon the non-completion of the vesting schedule applicable to those
shares. Such waiver shall result in the immediate vesting of the Participant’s interest in the shares of Common Stock as to which the waiver applies. Such waiver may be effected at any time, whether before or after the Participant’s
cessation of Service or the attainment or non-attainment of the applicable performance objectives. 

C. First Refusal Rights. Until such time as the Common Stock is first registered under Section 12 of the 1934 Act, the
Corporation shall have the right of first refusal with respect to any proposed disposition by the Participant (or any successor in interest) of any shares of Common Stock issued under the Stock Issuance Program. Such right of first refusal shall be
exercisable in accordance with the terms established by the Plan Administrator and set forth in the document evidencing such right. 
  

	 	II.	 CHANGE IN CONTROL 



Upon the occurrence of a Change in Control, all outstanding repurchase rights under the Stock Issuance Program shall continue in full force and
effect and shall be assigned to the successor corporation (or parent thereof), and none of the shares subject to those repurchase rights shall vest on an accelerated basis. However, the Plan Administrator shall have the discretionary authority,
exercisable either at the time the unvested shares are issued or any time 

  
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while the Corporation’s repurchase rights with respect to those shares remain outstanding, to provide that those repurchase rights shall automatically terminate in whole or in part on an
accelerated basis, and the shares of Common Stock subject to those terminated rights shall immediately vest, in the event the Participant’s Service should subsequently terminate by reason of an Involuntary Termination within a designated period
following the effective date of the Change in Control transaction. 
  

	 	III.	 SHARE ESCROW/LEGENDS 



Unvested shares may, in the Plan Administrator’s discretion, be held in escrow by the Corporation until the Participant’s interest in
such shares vests or may be issued directly to the Participant with restrictive legends on the certificates evidencing those unvested shares. 

  
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 ARTICLE FOUR 

MISCELLANEOUS 
  

	 	I.	 FINANCING 



The Plan Administrator may permit any Optionee or Participant to pay the option exercise price under the Option Grant Program or the purchase
price for shares issued under the Stock Issuance Program by delivering a full-recourse promissory note payable in one or more installments which bears interest at a market rate and is secured by the purchased shares. In no event, however, may the
maximum credit available to the Optionee or Participant exceed the sum of (i) the aggregate option exercise price or purchase price payable for the purchased shares (less the par value of those shares) plus (ii) any applicable income and
employment tax liability incurred by the Optionee or the Participant in connection with the option exercise or share purchase. With respect to promissory notes issued to officers pursuant to this Section, such notes shall become due and payable
immediately prior to the filing of a Registration Statement on Form S-1 (or any successor form). 
  

	 	II.	 EFFECTIVE DATE AND TERM OF PLAN 



A. The Plan shall become effective when adopted by the Board, but no option granted under the Plan may be exercised, and no shares shall be
issued under the Plan, until the Plan is approved by the Corporation’s stockholders. If such stockholder approval is not obtained within twelve (12) months after the date of the Board’s adoption of the Plan, then all options
previously granted under the Plan shall terminate and cease to be outstanding, and no further options shall be granted and no shares shall be issued under the Plan. Subject to such limitation, the Plan Administrator may grant options and issue
shares under the Plan at any time after the effective date of the Plan and before the date fixed herein for termination of the Plan. 
 B.
The Plan shall terminate upon the earliest of (i) the expiration of the ten (10)-year period measured from the date the Plan is adopted by the Board, (ii) the date on which all shares available for issuance under the Plan shall have
been issued as vested shares or (iii) the termination of all outstanding options in connection with a Change in Control. All options and unvested stock issuances outstanding at the time of a clause (i) termination event shall continue to
have full force and effect in accordance with the provisions of the documents evidencing those options or issuances. 
  

	 	III.	 AMENDMENT OF THE PLAN 



A. The Board shall have complete and exclusive power and authority to amend or modify the Plan in any or all respects. However, no such
amendment or modification shall adversely affect the rights and obligations with respect to options or unvested stock issuances at the time outstanding under the Plan unless the Optionee or the Participant consents to such amendment or modification.
In addition, certain amendments may require stockholder approval pursuant to applicable laws and regulations. 

  
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 B. Options may be granted under the Option Grant Program and shares may be issued under the
Stock Issuance Program which are in each instance in excess of the number of shares of Common Stock then available for issuance under the Plan, provided any excess shares actually issued under those programs shall be held in escrow until there is
obtained stockholder approval of an amendment sufficiently increasing the number of shares of Common Stock available for issuance under the Plan. If such stockholder approval is not obtained within twelve (12) months after the date the first
such excess grants or issuances are made, then (i) any unexercised options granted on the basis of such excess shares shall terminate and cease to be outstanding and (ii) the Corporation shall promptly refund to the Optionees and the
Participants the exercise or purchase price paid for any excess shares issued under the Plan and held in escrow, together with interest (at the applicable Short Term Federal Rate) for the period the shares were held in escrow, and such shares shall
thereupon be automatically cancelled and cease to be outstanding. 
  

	 	IV.	 USE OF PROCEEDS 



Any cash proceeds received by the Corporation from the sale of shares of Common Stock under the Plan shall be used for general corporate
purposes. 
  

	 	V.	 WITHHOLDING 



The Corporation’s obligation to deliver shares of Common Stock upon the exercise of any options granted under the Plan or upon the
issuance or vesting of any shares issued under the Plan shall be subject to the satisfaction of all applicable income and employment tax withholding requirements. 
  

	 	VI.	 REGULATORY APPROVALS 



The implementation of the Plan, the granting of any options under the Plan and the issuance of any shares of Common Stock (i) upon the
exercise of any option or (ii) under the Stock Issuance Program shall be subject to the Corporation’s procurement of all approvals and permits required by regulatory authorities having jurisdiction over the Plan, the options granted under
it and the shares of Common Stock issued pursuant to it. 
  

	 	VII.	 NO EMPLOYMENT OR SERVICE RIGHTS 



Nothing in the Plan shall confer upon the Optionee or the Participant any right to continue in Service for any period of specific duration or
interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing or retaining such person) or of the Optionee or the Participant, which rights are hereby expressly reserved by each, to terminate
such person’s Service at any time for any reason, with or without cause. 

  
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	 	VIII.	 FINANCIAL REPORTS 



The Corporation shall deliver a balance sheet and an income statement at least annually to each individual holding an outstanding option under
the Plan, unless such individual is a key Employee whose duties in connection with the Corporation (or any Parent or Subsidiary) assure such individual access to equivalent information. 

  
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 APPENDIX 

The following definitions shall be in effect under the Plan: 

A. Board shall mean the Corporation’s Board of Directors. 

B. Change in Control shall mean a change in ownership or control of the Corporation effected through any of the following
transactions: 
 (i) a merger, consolidation or other reorganization approved by the Corporation’s stockholders, unless
securities representing more than fifty percent (50%) of the total combined voting power of the voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly and in substantially the same
proportion, by the persons who beneficially owned the Corporation’s outstanding voting securities immediately prior to such transaction, or 

(ii) a stockholder-approved sale, transfer or other disposition of all or substantially all of the Corporation’s assets in complete
liquidation or dissolution of the Corporation, or 
 (iii) the acquisition, directly or indirectly by any person or related group of
persons (other than the Corporation or a person that directly or indirectly controls, is controlled by, or is under common control with, the Corporation), of beneficial ownership (within the meaning of Rule
13d-3 of the 1934 Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation’s outstanding securities pursuant to a tender or exchange offer made
directly to the Corporation’s stockholders. 
 In no event shall any public offering of the Corporation’s securities be deemed to
constitute a Change in Control. 
 C. Code shall mean the Internal Revenue Code of 1986, as amended. 

D. Committee shall mean a committee of one (1) or more Board members appointed by the Board to exercise one or more
administrative functions under the Plan. 
 E. Common Stock shall mean the Corporation’s common stock. 

F. Corporation shall mean Rain Therapeutics Inc., a Delaware corporation, and any successor corporation to all or substantially
all of the assets or voting stock of Rain Therapeutics Inc. which shall by appropriate action adopt the Plan. 
 G. Disability
shall mean the inability of the Optionee or the Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment and shall be determined by the Plan Administrator on the basis of such
medical evidence as the Plan Administrator deems warranted under the circumstances. 

  
 A-1 














 H. Employee shall mean an individual who is in the employ of the Corporation
(or any Parent or Subsidiary), subject to the control and direction of the employer entity as to both the work to be performed and the manner and method of performance. 

I. Exercise Date shall mean the date on which the Corporation shall have received written notice of the option exercise. 

J. Fair Market Value per share of Common Stock on any relevant date shall be determined in accordance with the following
provisions: 
 (i) If the Common Stock is at the time traded on the Nasdaq National Market, then the Fair Market Value shall be the closing
selling price per share of Common Stock on the date in question, as such price is reported by the National Association of Securities Dealers on the Nasdaq National Market and published in The Wall Street Journal. If there is no closing
selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists. 

(ii) If the Common Stock is at the time listed on any Stock Exchange, then the Fair Market Value shall be the closing selling price per share
of Common Stock on the date in question on the Stock Exchange determined by the Plan Administrator to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of transactions on such exchange and published
in The Wall Street Journal. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists. 

(iii) If the Common Stock is at the time neither listed on any Stock Exchange nor traded on the Nasdaq National Market, then the Fair Market
Value shall be determined by the Plan Administrator after taking into account such factors as the Plan Administrator shall deem appropriate. 

K. Incentive Option shall mean an option which satisfies the requirements of Code Section 422. 

L. Involuntary Termination shall mean the termination of the Service of any individual which occurs by reason of: 

(i) such individual’s involuntary dismissal or discharge by the Corporation for reasons other than Misconduct, or 

(ii) such individual’s voluntary resignation following (A) a change in his or her position with the Corporation which materially
reduces his or her duties and responsibilities or the level of management to which he or she reports, (B) a reduction in his or her level of compensation (including base salary, fringe benefits and target bonus under any corporate-performance
based bonus or incentive programs) by more than fifteen percent (15%) or (C) a relocation of such individual’s place of employment by more than fifty (50) miles, provided and only if such change, reduction or relocation is effected
without the individual’s consent. 

  
 A-2 














 M. Misconduct shall mean the commission of any act of fraud, embezzlement or
dishonesty by the Optionee or Participant, any unauthorized use or disclosure by such person of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or any other intentional misconduct by such person adversely
affecting the business or affairs of the Corporation (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not in any way preclude or restrict the right of the Corporation (or any Parent or Subsidiary) to discharge or
dismiss any Optionee, Participant or other person in the Service of the Corporation (or any Parent or Subsidiary) for any other acts or omissions, but such other acts or omissions shall not be deemed, for purposes of the Plan, to constitute grounds
for termination for Misconduct. 
 N. 1934 Act shall mean the Securities Exchange Act of 1934, as amended. 

O. Non-Statutory Option shall mean an option not
intended to satisfy the requirements of Code Section 422. 
 P. Option Grant Program shall mean the option grant program
in effect under the Plan. 
 Q. Optionee shall mean any person to whom an option is granted under the Plan. 

R. Parent shall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the
Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the
other corporations in such chain. 
 S. Participant shall mean any person who is issued shares of Common Stock under the Stock
Issuance Program. 
 T. Plan shall mean the Corporation’s Amended and Restated 2018 Stock Option/Stock Issuance Plan, as
set forth in this document. 
 U. Plan Administrator shall mean either the Board or the Committee acting in its capacity as
administrator of the Plan. 
 V. Service shall mean the provision of services to the Corporation (or any Parent or Subsidiary)
by a person in the capacity of an Employee, a non-employee member of the board of directors or a consultant or independent advisor, except to the extent otherwise specifically provided in the documents
evidencing the option grant. 
 W. Stock Exchange shall mean either the American Stock Exchange or the New York Stock
Exchange. 
 X. Stock Issuance Agreement shall mean the agreement entered into by the Corporation and the Participant at the
time of issuance of shares of Common Stock under the Stock Issuance Program. 

  
 A-3 














 Y. Stock Issuance Program shall mean the stock issuance program in effect
under the Plan. 
 Z. Subsidiary shall mean any corporation (other than the Corporation) in an unbroken chain of corporations
beginning with the Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain. 
 AA. 10% Stockholder shall mean the owner of stock (as determined
under Code Section 424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary). 

  
 A-4 














 RAIN THERAPEUTICS INC. 

STOCK ISSUANCE AGREEMENT 

AGREEMENT made as of this ____ day of ______________________, _____ by and between the Corporation, and _____________________,
Participant in the Corporation’s Amended and Restated 2018 Stock Option/Stock Issuance Plan (the “Participant”). 

All capitalized terms in this Agreement shall have the meaning assigned to them in this Agreement or in the attached Appendix. 

 

	 	A.	 PURCHASE OF SHARES 



1. Purchase. Participant hereby purchases ___________________ shares of Common Stock (the “Purchased Shares”) pursuant
to the provisions of the Stock Issuance Program at the purchase price of $_____________ per share (the “Purchase Price”). 

2. Payment. Concurrently with the delivery of this Agreement to the Corporation, Participant shall pay the Purchase Price for
the Purchased Shares in cash or cash equivalent and shall deliver a duly-executed blank Assignment Separate from Certificate (in the form attached hereto as Exhibit I) with respect to the Purchased Shares. 

3. Stockholder Rights. Until such time as the Corporation exercises the Repurchase Right or the First Refusal Right, Participant
(or any successor in interest) shall have all stockholder rights (including voting, dividend and liquidation rights) with respect to the Purchased Shares, subject, however, to the transfer restrictions of Articles B and C. 

 

	 	B.	 SECURITIES LAW COMPLIANCE 



1. Restricted Securities. The Purchased Shares have not been registered under the 1933 Act and are being issued to Participant in
reliance upon the exemption from such registration provided by SEC Rule 701 for stock issuances under compensatory benefit plans such as the Plan. Participant hereby confirms that Participant has been informed that the Purchased Shares are
restricted securities under the 1933 Act and may not be resold or transferred unless the Purchased Shares are first registered under the Federal securities laws or unless an exemption from such registration is available. Accordingly, Participant
hereby acknowledges that Participant is acquiring the Purchased Shares for investment purposes only and not with a view to resale and is prepared to hold the Purchased Shares for an indefinite period and that Participant is aware that SEC Rule 144
issued under the 1933 Act which exempts certain resales of unrestricted securities is not presently available to exempt the resale of the Purchased Shares from the registration requirements of the 1933 Act. 













 2. Disposition of Purchased Shares. Participant shall make no disposition of
the Purchased Shares (other than a Permitted Transfer) unless and until there is compliance with all of the following requirements: 

(i) Participant shall have provided the Corporation with a written summary of the terms and conditions of the proposed
disposition. 
 (ii) Participant shall have complied with all requirements of this Agreement applicable to the disposition of
the Purchased Shares. 
 (iii) Participant shall have provided the Corporation with written assurances, in form and substance
satisfactory to the Corporation, that (a) the proposed disposition does not require registration of the Purchased Shares under the 1933 Act or (b) all appropriate action necessary for compliance with the registration requirements of the
1933 Act or any exemption from registration available under the 1933 Act (including Rule 144) has been taken. 
 The Corporation shall
not be required (i) to transfer on its books any Purchased Shares which have been sold or transferred in violation of the provisions of this Agreement or (ii) to treat as the owner of the Purchased Shares, or otherwise to
accord voting, dividend or liquidation rights to, any transferee to whom the Purchased Shares have been transferred in contravention of this Agreement. 

3. Restrictive Legends. The stock certificates for the Purchased Shares shall be endorsed with one or more of the following
restrictive legends: 
 “The shares represented by this certificate have not been registered under the Securities Act of
1933. The shares may not be sold or offered for sale in the absence of (a) an effective registration statement for the shares under such Act, (b) a “no action” letter of the Securities and Exchange Commission with respect to such
sale or offer or (c) satisfactory assurances to the Corporation that registration under such Act is not required with respect to such sale or offer.” 

“The shares represented by this certificate are subject to certain repurchase rights and rights of first refusal granted
to the Corporation and accordingly may not be sold, assigned, transferred, encumbered, or in any manner disposed of except in conformity with the terms of a written agreement dated __________, 20___, between the Corporation and the registered holder
of the shares (or the predecessor in interest to the shares). A copy of such agreement is maintained at the Corporation’s principal corporate offices.” 
  

	 	C.	 TRANSFER RESTRICTIONS 



1. Restriction on Transfer. Except for any Permitted Transfer, Participant shall not transfer, assign, encumber or otherwise
dispose of any of the Purchased Shares which are subject to the Repurchase Right. In addition, Purchased Shares which are released from the Repurchase Right shall not be transferred, assigned, encumbered or otherwise disposed of in contravention of
the First Refusal Right or the Market Stand-Off. 

  
 2 














 2. Transferee Obligations. Each person (other than the Corporation) to whom
the Purchased Shares are transferred by means of a Permitted Transfer must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Corporation that such person is bound by the provisions of this Agreement and that
the transferred shares are subject to (i) the Repurchase Right, (ii) the First Refusal Right and (iii) the Market Stand-Off, to the same extent such shares would be so subject if retained by
Participant. 
 3. Market Stand-Off. 

(a) In connection with any underwritten public offering by the Corporation of its equity securities pursuant to an effective registration
statement filed under the 1933 Act, including the Corporation’s initial public offering, Owner shall not sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for value
or otherwise agree to engage in any of the foregoing transactions with respect to, any Purchased Shares without the prior written consent of the Corporation or its underwriters. Such restriction (the “Market
Stand-Off”) shall be in effect for such period of time from and after the effective date of the final prospectus for the offering as may be requested by the Corporation or such underwriters. In no
event, however, shall such period exceed one hundred eighty (180) days, and the Market Stand-Off shall in no event be applicable to any underwritten public offering effected more than two (2) years
after the effective date of the Corporation’s initial public offering. 
 (b) Owner shall be subject to the Market Stand-Off provided and only if the officers and directors of the Corporation are also subject to similar restrictions. 

(c) Any new, substituted or additional securities which are by reason of any Recapitalization or Reorganization distributed with respect to
the Purchased Shares shall be immediately subject to the Market Stand-Off, to the same extent the Purchased Shares are at such time covered by such provisions. 

(d) In order to enforce the Market Stand-Off, the Corporation may impose stop-transfer instructions
with respect to the Purchased Shares until the end of the applicable stand-off period. 
  

	 	D.	 REPURCHASE RIGHT 



1. Grant. The Corporation is hereby granted the right (the “Repurchase Right”), exercisable at any time during
the sixty (60)-day period following the date Participant ceases for any reason to remain in Service, to repurchase at the Repurchase Price any or all of the Purchased Shares in which Participant is not, at the
time of his or her cessation of Service, vested in accordance with the provisions of the Vesting Schedule set forth in Paragraph D.3 or the vesting acceleration provisions of any Special Acceleration Addendum to this Agreement (such shares to be
hereinafter referred to as the “Unvested Shares”). 

  
 3 














 2. Exercise of the Repurchase Right. The Repurchase Right shall be exercisable
by written notice delivered to each Owner of the Unvested Shares prior to the expiration of the sixty (60)-day exercise period. The notice shall indicate the number of Unvested Shares to be repurchased, the
Repurchase Price to be paid per share and the date on which the repurchase is to be effected, such date to be not more than thirty (30) days after the date of such notice. The certificates representing the Unvested Shares to be repurchased
shall be delivered to the Corporation on the closing date specified for the repurchase. Concurrently with the receipt of such stock certificates, the Corporation shall pay to Owner, in cash or cash equivalents (including the cancellation of any
purchase-money indebtedness), an amount equal to the Repurchase Price for the Unvested Shares which are to be repurchased from Owner. 
 3.
Termination of the Repurchase Right. The Repurchase Right shall terminate with respect to any Unvested Shares for which it is not timely exercised under Paragraph D.2. In addition, the Repurchase Right shall terminate and cease to be
exercisable with respect to any and all Purchased Shares in which Participant vests in accordance with the following Vesting Schedule: 

(i) Participant shall vest in twenty-five percent (25%) of the Purchased Shares, and the Repurchase Right shall concurrently
lapse with respect to those Purchased Shares, upon Participant’s completion of one (1) year of Service measured from _____________________, _____. 

(ii) Participant shall vest in the remaining seventy-five percent (75%) of the Purchased Shares, and the Repurchase Right shall
concurrently lapse with respect to those Purchased Shares, in a series of thirty-six (36) successive equal monthly installments upon Participant’s completion of each additional month of Service over
the thirty-six (36)-month period measured from the date on which the first twenty-five percent (25%) of the Purchased Shares vests hereunder. 

All Purchased Shares as to which the Repurchase Right lapses shall, however, remain subject to (i) the First Refusal Right and
(ii) the Market Stand-Off. 
 4. Recapitalization. Any new, substituted or
additional securities or other property (including cash paid other than as a regular cash dividend) which is by reason of any Recapitalization distributed with respect to the Purchased Shares shall be immediately subject to the Repurchase Right and
any escrow requirements hereunder, but only to the extent the Purchased Shares are at the time covered by such right or escrow requirements. Appropriate adjustments to reflect such distribution shall be made to the number and/or class of Purchased
Shares subject to this Agreement and to the Repurchase Price per share to be paid upon the exercise of the Repurchase Right in order to reflect the effect of any such Recapitalization upon the Corporation’s capital structure; provided,
however, that the aggregate Repurchase Price shall remain the same. 

  
 4 














 5. Change in Control. 

(a) In the event of a Change in Control, the Repurchase Right shall continue in full force and effect and shall be assigned to any successor
corporation (or the parent thereof) in the Change in Control transaction. None of the Purchased Shares shall vest on an accelerated basis in connection with such Change in Control, except to the extent otherwise provided in any Special Acceleration
Addendum to this Agreement. 
 (b) The Repurchase Right shall apply to any new securities or other property (including any cash payments)
received in exchange for the Purchased Shares in consummation of the Change in Control, but only to the extent the Purchased Shares are at the time covered by such right. Appropriate adjustments shall be made to the Repurchase Price per share
payable upon exercise of the Repurchase Right to reflect the effect (if any) of the Change in Control upon the Corporation’s capital structure; provided, however, that the aggregate Repurchase Price shall remain the same. The new
securities or other property (including any cash payments) issued or distributed with respect to the Purchased Shares in consummation of the Change in Control shall be immediately deposited in escrow with the Corporation (or the successor entity)
and shall not be released from escrow until Participant vests in such securities or other property in accordance with the same Vesting Schedule in effect for the Purchased Shares or pursuant to any Special Acceleration Addendum to this Agreement.

  

	 	E.	 RIGHT OF FIRST REFUSAL 



1. Grant. The Corporation is hereby granted the right of first refusal (the “First Refusal Right”), exercisable
in connection with any proposed transfer of the Purchased Shares in which Participant has vested in accordance with the provisions of Article D. For purposes of this Article E, the term “transfer” shall include any sale, assignment,
pledge, encumbrance or other disposition of the Purchased Shares intended to be made by Owner, but shall not include any Permitted Transfer. 

2. Notice of Intended Disposition. In the event any Owner of Purchased Shares in which Participant has vested desires to accept
a bona fide third-party offer for the transfer of any or all of such shares (the Purchased Shares subject to such offer to be hereinafter referred to as the “Target Shares”), Owner shall promptly (i) deliver to the Corporation written
notice (the “Disposition Notice”) of the terms of the offer, including the purchase price and the identity of the third-party offeror, and (ii) provide satisfactory proof that the disposition of the Target Shares to such third-party
offeror would not be in contravention of the provisions set forth in Articles B and C. 
 3. Exercise of the First Refusal
Right. The Corporation shall, for a period of twenty-five (25) days following receipt of the Disposition Notice, have the right to repurchase any or all of the Target Shares subject to the Disposition Notice upon the same terms as those
specified therein or upon such other terms (not materially different from those specified in the Disposition Notice) to which Owner consents. Such right shall be exercisable by delivery of written notice (the “Exercise Notice”) to Owner
prior to the expiration of the twenty-five (25)-day exercise period. If such right is exercised with respect to all the Target Shares, then the Corporation shall effect the repurchase of such shares, including
payment of the purchase price, not more than five (5) business days after delivery of the Exercise Notice; and at such time the certificates representing the Target Shares shall be delivered to the Corporation. 

  
 5 














 Should the purchase price specified in the Disposition Notice be payable in property other
than cash or evidences of indebtedness, the Corporation shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If Owner and the Corporation cannot agree on such cash value within ten
(10) days after the Corporation’s receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by Owner and the Corporation or, if they cannot agree on an appraiser within twenty
(20) days after the Corporation’s receipt of the Disposition Notice, each shall select an appraiser of recognized standing and the two (2) appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be
determinative of such value. The cost of such appraisal shall be shared equally by Owner and the Corporation. The closing shall then be held on the later of (i) the fifth (5th)
business day following delivery of the Exercise Notice or (ii) the fifth (5th) business day after such valuation shall have been made. 

4. Non-Exercise of the First Refusal Right. In the event the Exercise Notice is not
given to Owner prior to the expiration of the twenty-five (25)-day exercise period, Owner shall have a period of thirty (30) days thereafter in which to sell or otherwise dispose of the Target Shares to
the third-party offeror identified in the Disposition Notice upon terms (including the purchase price) no more favorable to such third-party offeror than those specified in the Disposition Notice; provided, however, that any such sale or
disposition must not be effected in contravention of the provisions of Articles B and C. The third-party offeror shall acquire the Target Shares subject to the First Refusal Right and the provisions and restrictions of Article B and Paragraph C.3,
and any subsequent disposition of the acquired shares must be effected in compliance with the terms and conditions of such First Refusal Right and the provisions and restrictions of Article B and Paragraph C.3. In the event Owner does not effect
such sale or disposition of the Target Shares within the specified thirty (30)-day period, the First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by Owner
until such right lapses. 
 5. Partial Exercise of the First Refusal Right. In the event the Corporation makes a timely
exercise of the First Refusal Right with respect to a portion, but not all, of the Target Shares specified in the Disposition Notice, Owner shall have the option, exercisable by written notice to the Corporation delivered within five
(5) business days after Owner’s receipt of the Exercise Notice, to effect the sale of the Target Shares pursuant to either of the following alternatives: 

(i) sale or other disposition of all the Target Shares to the third-party offeror identified in the Disposition Notice, but in
full compliance with the requirements of Paragraph E.4, as if the Corporation did not exercise the First Refusal Right; or 

  
 6 














 (ii) sale to the Corporation of the portion of the Target Shares which the
Corporation has elected to purchase, such sale to be effected in substantial conformity with the provisions of Paragraph E.3. The First Refusal Right shall continue to be applicable to any subsequent disposition of the remaining Target Shares until
such right lapses. 
 Owner’s failure to deliver timely notification to the Corporation shall be deemed to be an election by Owner to
sell the Target Shares pursuant to alternative (i) above. 
 6. Recapitalization/Reorganization. 

(a) Any new, substituted or additional securities or other property which is by reason of any Recapitalization distributed with respect to
the Purchased Shares shall be immediately subject to the First Refusal Right, but only to the extent the Purchased Shares are at the time covered by such right. 

(b) In the event of a Reorganization, the First Refusal Right shall remain in full force and effect and shall apply to the new capital stock
or other property received in exchange for the Purchased Shares in consummation of the Reorganization, but only to the extent the Purchased Shares are at the time covered by such right. 

7. Lapse. The First Refusal Right shall lapse upon the earliest to occur of (i) the first date on which shares of
the Common Stock are held of record by more than five hundred (500) persons, (ii) a determination made by the Board that a public market exists for the outstanding shares of Common Stock or (iii) a firm commitment underwritten public
offering, pursuant to an effective registration statement under the 1933 Act, covering the offer and sale of the Common Stock in the aggregate amount of at least fifty million dollars ($50,000,000). However, the Market
Stand-Off shall continue to remain in full force and effect following the lapse of the First Refusal Right. 
  

	 	F.	 SPECIAL TAX ELECTION 



1. Section 83(b) Election. Under Code Section 83, the excess of the Fair Market Value of the Purchased Shares on the date
any forfeiture restrictions applicable to such shares lapse over the Purchase Price paid for those shares will be reportable as ordinary income on the lapse date. For this purpose, the term “forfeiture restrictions” includes the
right of the Corporation to repurchase the Purchased Shares pursuant to the Repurchase Right. Participant may elect under Code Section 83(b) to be taxed at the time the Purchased Shares are acquired, rather than when and as such Purchased
Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within thirty (30) days after the date of this Agreement. Even if the Fair Market Value of the Purchased Shares on the
date of this Agreement equals the Purchase Price paid (and thus no tax is payable), the election must be made to avoid adverse tax consequences in the future. 

  
 7 














 THE FORM FOR MAKING THIS ELECTION IS ATTACHED AS EXHIBIT II HERETO. PARTICIPANT
UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY (30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE. 

2. FILING RESPONSIBILITY. PARTICIPANT ACKNOWLEDGES THAT IT IS PARTICIPANT’S SOLE RESPONSIBILITY, AND NOT THE
CORPORATION’S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b), EVEN IF PARTICIPANT REQUESTS THE CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF. 

 

	 	G.	 GENERAL PROVISIONS 



1. Assignment. The Corporation may assign the Repurchase Right and/or the First Refusal Right to any person or entity selected by
the Board, including (without limitation) one or more stockholders of the Corporation. 
 2. At Will Employment. Nothing in
this Agreement or in the Plan shall confer upon Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing
or retaining Participant) or of Participant, which rights are hereby expressly reserved by each, to terminate Participant’s Service at any time for any reason, with or without cause. 

3. Notices. Any notice required to be given under this Agreement shall be in writing and shall be deemed effective upon personal
delivery or upon deposit in the U.S. mail, registered or certified, postage prepaid and properly addressed to the party entitled to such notice at the address indicated below such party’s signature line on this Agreement or at such other
address as such party may designate by ten (10) days advance written notice under this paragraph to all other parties to this Agreement. 

4. No Waiver. The failure of the Corporation in any instance to exercise the Repurchase Right or the First Refusal Right shall
not constitute a waiver of any other repurchase rights and/or rights of first refusal that may subsequently arise under the provisions of this Agreement or any other agreement between the Corporation and Participant. No waiver of any breach or
condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition, whether of like or different nature. 

5. Cancellation of Shares. If the Corporation shall make available, at the time and place and in the amount and form provided in
this Agreement, the consideration for the Purchased Shares to be repurchased in accordance with the provisions of this Agreement, then from and after such time, the person from whom such shares are to be repurchased shall no longer have any rights
as a holder of such shares (other than the right to receive payment of such consideration in accordance with this Agreement). Such shares shall be deemed purchased in accordance with the applicable provisions hereof, and the Corporation shall be
deemed the owner and holder of such shares, whether or not the certificates therefor have been delivered as required by this Agreement. 

  
 8 















	 	H.	 MISCELLANEOUS PROVISIONS 



1. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware
without resort to that State’s conflict-of-laws rules. 

2. Participant Undertaking. Participant hereby agrees to take whatever additional action and execute whatever additional
documents the Corporation may deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on either Participant or the Purchased Shares pursuant to the provisions of this Agreement. 

3. Agreement is Entire Contract. This Agreement constitutes the entire contract between the parties hereto with regard to the
subject matter hereof. This Agreement is made pursuant to the provisions of the Plan and shall in all respects be construed in conformity with the terms of the Plan. 

4. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute one and the same instrument. 
 5. Successors and Assigns. The provisions of this Agreement
shall inure to the benefit of, and be binding upon, the Corporation and its successors and assigns and upon Participant, Participant’s assigns and the legal representatives, heirs and legatees of Participant’s estate, whether or not any
such person shall have become a party to this Agreement and have agreed in writing to join herein and be bound by the terms hereof. 
 [THIS
SPACE INTENTIONALLY LEFT BLANK] 

  
 9 














 IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year
first indicated above. 
  

					
	PARTICIPANT	 		 	RAIN THERAPEUTICS INC.
			
	   
	 		 	   

	 Signature
  
	 		 	By
	 Print Name
  
	 		 	 Print Name
  

	 Title
  
	 		 	 Title
  

	Address:	 		 	Address:
			
	   
	 		 	   

			
	   
	 		 	   



  
 10 














 SPOUSAL ACKNOWLEDGMENT 

The undersigned spouse of Participant has read and hereby approves the foregoing Stock Issuance Agreement. In consideration of the
Corporation’s granting Participant the right to acquire the Purchased Shares in accordance with the terms of such Agreement, the undersigned hereby agrees to be irrevocably bound by all the terms of such Agreement, including (without
limitation) the right of the Corporation (or its assigns) to purchase any Purchased Shares in which Participant is not vested at the time of his or her cessation of Service. 

 

			
		 	 PARTICIPANT’S SPOUSE

		
	 Address:
	 	 
		
		 	 















 EXHIBIT I 

ASSIGNMENT SEPARATE FROM CERTIFICATE 

FOR VALUE RECEIVED ____________ hereby sell(s), assign(s) and transfer(s) unto Rain Therapeutics Inc. (the
“Corporation”), ______________ (_____) shares of the Common Stock of the Corporation standing in his or her name on the books of the Corporation represented by Certificate No. _______________ herewith and do(es) hereby irrevocably
constitute and appoint _________________ Attorney to transfer the said stock on the books of the Corporation with full power of substitution in the premises. 

Dated: ___________ 
  

			
	Signature	 	 


 Instruction: Please do not fill in any blanks other than the signature line. Please sign exactly as you would
like your name to appear on the issued stock certificate. The purpose of this assignment is to enable the Corporation to exercise the Repurchase Right without requiring additional signatures on the part of Participant. 













 EXHIBIT II 

SECTION 83(b) TAX ELECTION 













 SECTION 83(b) TAX ELECTION 

This statement is being made under Section 83(b) of the Internal Revenue Code, pursuant to Treas. Reg.
Section 1.83-2. 
  

	(1)	 The taxpayer who performed the services is: 



 

			
	            Name:	 	 


			
		
	            Address:	 	 


			
		
	            Taxpayer Ident. No.:	 	 

  

	(2)	 The property with respect to which the election is being made is ______________ shares of the common stock of
Rain Therapeutics Inc. 


  

	(3)	 The property was issued on __________________, _____. 



 

	(4)	 The taxable year in which the election is being made is the calendar year _____. 



 

	(5)	 The property is subject to a repurchase right pursuant to which the issuer has the right to acquire the
property at the lower of the purchase price paid per share or the fair market value per share, if for any reason taxpayer’s service with the issuer terminates. The issuer’s repurchase right will lapse in a series of annual and
monthly installments over a four (4)-year period ending on ________________, 20___. 


  

	(6)	 The fair market value at the time of transfer (determined without regard to any restriction other than a
restriction which by its terms will never lapse) is $_____ per share. 


  

	(7)	 The amount paid for such property is $ _______ per share. 



 

	(8)	 A copy of this statement was furnished to Rain Therapeutics Inc. for whom taxpayer rendered the services
underlying the transfer of property. 


  

	(9)	 This statement is executed on _______________, _____. 



 

					
	Spouse (if any)	 		 	Taxpayer

 This election must be filed with the Internal Revenue Service Center with which taxpayer files his or her Federal income
tax returns and must be made within thirty (30) days after the execution date of the Stock Issuance Agreement. This filing should be made by registered or certified mail, return receipt requested. Participant must retain two (2) copies of
the completed form for filing with his or her Federal and state tax returns for the current tax year and an additional copy for his or her records. 













 EXHIBIT III 

AMENDED AND RESTATED 2018 STOCK OPTION/STOCK ISSUANCE PLAN 













 APPENDIX 

The following definitions shall be in effect under the Agreement: 

A. Agreement shall mean this Stock Issuance Agreement. 

B. Board shall mean the Corporation’s Board of Directors. 

C. Change in Control shall mean a change in ownership or control of the Corporation effected through any of the following
transactions: 
 (i) a merger, consolidation or other reorganization approved by the Corporation’s stockholders,
unless securities representing more than fifty percent (50%) of the total combined voting power of the voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly and in substantially
the same proportion, by the persons who beneficially owned the Corporation’s outstanding voting securities immediately prior to such transaction, or 

(ii) a stockholder-approved sale, transfer or other disposition of all or substantially all of the Corporation’s assets in
complete liquidation or dissolution of the Corporation, or 
 (iii) the acquisition, directly or indirectly by any person or
related group of persons (other than the Corporation or a person that directly or indirectly controls, is controlled by, or is under common control with, the Corporation), of beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation’s outstanding securities pursuant to a tender or exchange offer made directly
to the Corporation’s stockholders. 
 In no event shall any public offering of the Corporation’s securities be deemed to
constitute a Change in Control. 
 D. Code shall mean the Internal Revenue Code of 1986, as amended. 

E. Common Stock shall mean the Corporation’s common stock. 

F. Corporation shall mean Rain Therapeutics Inc., a Delaware corporation, and any successor corporation to all or substantially
all of the assets or voting stock of Rain Therapeutics Inc. which shall by appropriate action adopt the Plan. 
 G. Disposition
Notice shall have the meaning assigned to such term in Paragraph E.2. 

  
 A-1 














 H. Exercise Notice shall have the meaning assigned to such term in Paragraph
E.3. 
 I. Fair Market Value per share of Common Stock on any relevant date shall be determined in accordance with the
following provisions: 
 (i) If the Common Stock is at the time traded on the Nasdaq National Market, then the Fair Market
Value shall be the closing selling price per share of Common Stock on the date in question, as such price is reported by the National Association of Securities Dealers on the Nasdaq National Market and published in The Wall Street Journal. If
there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists. 

(ii) If the Common Stock is at the time listed on any Stock Exchange, then the Fair Market Value shall be the closing selling
price per share of Common Stock on the date in question on the Stock Exchange determined by the Plan Administrator to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of transactions on such
exchange and published in The Wall Street Journal. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such
quotation exists. 
 (iii) If the Common Stock is at the time neither listed on any Stock Exchange nor traded on the Nasdaq
National Market, then the Fair Market Value shall be determined by the Plan Administrator after taking into account such factors as the Plan Administrator shall deem appropriate. 

J. First Refusal Right shall have the meaning assigned to such term in Article E. 

K. Market Stand-Off shall mean the market
stand-off restriction specified in Paragraph C.4. 
 L. 1933 Act shall mean the
Securities Act of 1933, as amended. 
 M. Owner shall mean Participant and all subsequent holders of the Purchased Shares who
derive their chain of ownership through a Permitted Transfer from Participant. 
 N. Parent shall mean any corporation (other
than the Corporation) in an unbroken chain of corporations ending with the Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing fifty percent (50%) or more
of the total combined voting power of all classes of stock in one of the other corporations in such chain. 

  
 A-2 














 O. Participant shall mean the person to whom shares are issued under the Stock
Issuance Program. 
 P. Permitted Transfer shall mean (i) a gratuitous transfer of the Purchased Shares, provided and
only if Participant obtains the Corporation’s prior written consent to such transfer, (ii) a transfer of title to the Purchased Shares effected pursuant to Participant’s will or the laws of inheritance following Participant’s
death or (iii) a transfer to the Corporation in pledge as security for any purchase-money indebtedness incurred by Participant in connection with the acquisition of the Purchased Shares. 

Q. Plan shall mean the Corporation’s Amended and Restated 2018 Stock Option/Stock Issuance Plan attached hereto as Exhibit
III. 
 R. Plan Administrator shall mean either the Board or a committee of the Board acting in its capacity as administrator
of the Plan. 
 S. Purchase Price shall have the meaning assigned to such term in Paragraph A.1. 

T. Purchased Shares shall have the meaning assigned to such term in Paragraph A.1. 

U. Recapitalization shall mean any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or
other change affecting the Corporation’s outstanding Common Stock as a class without the Corporation’s receipt of consideration. 

V. Reorganization shall mean any of the following transactions: 

(i) a merger or consolidation in which the Corporation is not the surviving entity, 

(ii) a sale, transfer or other disposition of all or substantially all of the Corporation’s assets, 

(iii) a reverse merger in which the Corporation is the surviving entity but in which the Corporation’s outstanding voting
securities are transferred in whole or in part to a person or persons different from the persons holding those securities immediately prior to the merger, or 

(iv) any transaction effected primarily to change the state in which the Corporation is incorporated or to create a holding
company structure. 
 W. Repurchase Price shall mean the lower of (i) the Exercise Price or (ii) the Fair
Market Value per share of Common Stock on the date of Participant’s cessation of Service. 

  
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 X. Repurchase Right shall mean the right granted to the Corporation in
accordance with Article D. 
 Y. SEC shall mean the Securities and Exchange Commission. 

Z. Service shall mean the Participant’s performance of services for the Corporation (or any Parent or Subsidiary) in the
capacity of an employee, subject to the control and direction of the employer entity as to both the work to be performed and the manner and method of performance, a non-employee member of the board of
directors or an independent consultant. 
 AA. Stock Issuance Program shall mean the Stock Issuance Program under the Plan.

 BB. Subsidiary shall mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning with
the Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one
of the other corporations in such chain. 
 CC. Target Shares shall have the meaning assigned to such term in
Paragraph E.2. 
 DD. Unvested Shares shall have the meaning assigned to such term in Paragraph D.1. 

EE. Vesting Schedule shall mean the vesting schedule specified in Paragraph D.3 pursuant to which Participant is to vest in
the Purchased Shares in a series of installments over the Participant’s period of Service. 

  
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 RAIN THERAPEUTICS INC. 

STOCK OPTION AGREEMENT 

RECITALS 
 A. The
Board has adopted the Plan for the purpose of retaining the services of selected Employees, non-employee members of the Board or the board of directors of any Parent or Subsidiary and consultants and other
independent advisors in the service of the Corporation (or any Parent or Subsidiary). 
 B. Optionee is to render valuable services to the
Corporation (or a Parent or Subsidiary), and this Agreement is executed pursuant to, and is intended to carry out the purposes of, the Plan in connection with the Corporation’s grant of an option to Optionee. 

C. All capitalized terms in this Agreement shall have the meaning assigned to them in the attached Appendix. 

NOW, THEREFORE, it is hereby agreed as follows: 

1. Grant of Option. The Corporation hereby grants to Optionee, as of the Grant Date, an option to purchase up to the number of
Option Shares specified in the Grant Notice. The Option Shares shall be purchasable from time to time during the option term specified in Paragraph 2 at the Exercise Price. 

2. Option Term. This option shall have a term of ten (10) years measured from the Grant Date and shall accordingly expire
at the close of business on the Expiration Date, unless sooner terminated in accordance with Paragraph 5 or 6. 
 3. Limited
Transferability. 
 (a) This option shall be neither transferable nor assignable by Optionee other than by will or the laws of
inheritance following Optionee’s death and may be exercised, during Optionee’s lifetime, only by Optionee. However, Optionee may designate one or more persons as the beneficiary or beneficiaries of this option, and this option shall, in
accordance with such designation, automatically be transferred to such beneficiary or beneficiaries upon the Optionee’s death while holding this option. Such beneficiary or beneficiaries shall take the transferred option subject to all the
terms and conditions of this Agreement, including (without limitation) the limited time period during which this option may, pursuant to Paragraph 5, be exercised following Optionee’s death. 

(b) If this option is designated a Non-Statutory Option in the Grant Notice, then this option may be
assigned in whole or in part during the Optionee’s lifetime to one or more members of the Optionee’s “immediate family” (as such term is defined in Rule 16a-1(e) promulgated under the 1934 Act) or to an intervivos or grantor
trust established exclusively for one or more such immediate family members. The assigned portion shall be exercisable only by the person or persons who acquire a proprietary interest in the option pursuant to such assignment. The terms applicable
to the assigned portion shall be the same as those in effect for this option immediately prior to such assignment. 













 4. Dates of Exercise. This option shall become exercisable for the Option
Shares in one or more installments as specified in the Grant Notice. As the option becomes exercisable for such installments, those installments shall accumulate, and the option shall remain exercisable for the accumulated installments until the
Expiration Date or sooner termination of the option term under Paragraph 5 or 6. 
 5. Cessation of Service. The option term
specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: 

(a) Should Optionee cease to remain in Service for any reason (other than death, Disability or Misconduct) while this option is outstanding,
then Optionee (or any person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to
exercise this option, but in no event shall this option be exercisable at any time after the Expiration Date. 
 (b) Should Optionee die
while this option is outstanding, then the personal representative of Optionee’s estate or the person or persons to whom the option is transferred pursuant to Optionee’s will or the laws of inheritance following Optionee’s death or to
whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 shall have the right to exercise this option. However, if Optionee dies while holding this option has an effective beneficiary
designation in effect for this option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive right to exercise this option following Optionee’s death. Any such right to exercise this option
shall lapse, and this option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s death or (ii) the Expiration Date. 

(c) Should Optionee cease Service by reason of Disability while this option is outstanding, then Optionee (or any person or persons to whom
this option is transferred pursuant to a permitted transfer under Paragraph 3) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this option. In no event shall this
option be exercisable at any time after the Expiration Date. 
 Note: Exercise of this option on a date later than
three (3) months following cessation of Service due to Disability will result in loss of favorable Incentive Option treatment, unless such Disability constitutes Permanent Disability. In the event that Incentive Option treatment is not
available, this option will be taxed as a Non-Statutory Option upon exercise. 

  
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 (d) During the limited period of post-Service exercisability, this option may not be
exercised in the aggregate for more than the number of Option Shares in which Optionee is, at the time of his or her cessation of Service, vested pursuant to the normal Vesting Schedule specified in the Grant Notice or the special vesting
acceleration provisions of any Special Acceleration Addendum to this Agreement. No additional Option Shares shall vest following the Optionee’s cessation of Service, except to the extent (if any) specifically authorized by the Plan
Administrator pursuant to an express written agreement with the Optionee. Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this option shall terminate and cease to be outstanding for any vested Option
Shares for which the option has not been exercised. 
 (e) Should Optionee’s Service be terminated for Misconduct or should Optionee
otherwise engage in Misconduct while this option is outstanding, then this option shall terminate immediately and cease to remain outstanding. 

6. Change in Control. 

(a) This option, to the extent outstanding at the time of a Change in Control, shall be assumable by the successor corporation (or the parent
thereof) or may otherwise be continued in full force and effect pursuant to the express terms of the Change in Control transaction. Upon the occurrence of such Change in Control, this option shall terminate and cease to be outstanding, except to the
extent so assumed or otherwise continued in effect. No portion of this option shall vest or become exercisable on an accelerated basis in connection with such Change in Control, except to the extent otherwise provided in any Special Acceleration
Addendum to this Agreement. 
 (b) If this option is assumed in connection with a Change in Control or otherwise continued in effect, then
this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised
immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the actual holders of the Corporation’s
outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption of this option, substitute one or more shares of its own common
stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. 
 (c) This
Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its
business or assets. 

  
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 7. Adjustment in Option Shares. Should any change be made to the Common Stock
by reason of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the
Corporation’s receipt of consideration, appropriate adjustments shall be made to (i) the total number and/or class of securities subject to this option and (ii) the Exercise Price in order to reflect such change and thereby preclude a
dilution or enlargement of benefits hereunder. 
 8. Stockholder Rights. The holder of this option shall not have any
stockholder rights with respect to the Option Shares until such person shall have exercised the option, paid the Exercise Price and become the record holder of the purchased shares. 

9. Manner of Exercising Option. 

(a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable,
Optionee (or any other person or persons exercising the option) must take the following actions: 
 (i) Execute and deliver
to the Corporation a Purchase Agreement for the Option Shares for which the option is exercised. 
 (ii) Pay the aggregate
Exercise Price for the purchased shares in one or more of the following forms: 
 (A) cash or check made payable to the
Corporation; or 
 (B) a promissory note payable to the Corporation, but only to the extent authorized by the Plan
Administrator in accordance with Paragraph 14. 
 Should the Common Stock be registered under Section 12 of the 1934 Act
at the time the option is exercised, then the Exercise Price may also be paid as follows: 
 (C) in shares of Common Stock
held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date; or

 (D) to extent the option is exercised for vested Option Shares, pursuant to a program developed under Regulation T as
promulgated by the Federal Reserve Board that, prior to the issuance of the shares, results in the receipt of cash (or check) by the Corporation. 

Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the
Exercise Price must accompany the Purchase Agreement delivered to the Corporation in connection with the option exercise. 

  
 4 














 (iii) Furnish to the Corporation appropriate documentation that the person
or persons exercising the option (if other than Optionee) have the right to exercise this option. 
 (iv) Execute and
deliver to the Corporation such written representations as may be requested by the Corporation in order for it to comply with the applicable requirements of applicable securities laws. 

(v) Make appropriate arrangements with the Corporation (or Parent or Subsidiary employing or retaining Optionee) for the
satisfaction of all applicable income and employment tax withholding requirements applicable to the option exercise. 
 (b) As soon as
practical after the Exercise Date, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. 

(c) In no event may this option be exercised for any fractional shares. 

10. REPURCHASE RIGHTS. ALL OPTION SHARES ACQUIRED UPON THE EXERCISE OF THIS OPTION SHALL BE SUBJECT TO CERTAIN RIGHTS OF THE
CORPORATION AND ITS ASSIGNS TO REPURCHASE THOSE SHARES IN ACCORDANCE WITH THE TERMS SPECIFIED IN THE PURCHASE AGREEMENT. 
 11.
Compliance with Laws and Regulations. 
 (a) The exercise of this option and the issuance of the Option Shares upon such
exercise shall be subject to compliance by the Corporation and Optionee with all applicable requirements of law relating thereto and with all applicable regulations of any stock exchange (or the Nasdaq National Market, if applicable) on which the
Common Stock may be listed for trading at the time of such exercise and issuance. 
 (b) The inability of the Corporation to obtain
approval from any regulatory body having authority deemed by the Corporation to be necessary to the lawful issuance and sale of any Common Stock pursuant to this option shall relieve the Corporation of any liability with respect to the non-issuance or sale of the Common Stock as to which such approval shall not have been obtained. The Corporation, however, shall use its best efforts to obtain all such approvals. 

12. Successors and Assigns. Except to the extent otherwise provided in Paragraphs 3 and 6, the provisions of this Agreement
shall inure to the benefit of, and be binding upon, the Corporation and its successors and assigns and Optionee, Optionee’s assigns and the legal representatives, heirs and legatees of Optionee’s estate. 

  
 5 














 13. Notices. Any notice required to be given or delivered to the Corporation
under the terms of this Agreement shall be in writing and addressed to the Corporation at its principal corporate offices. Any notice required to be given or delivered to Optionee shall be in writing and addressed to Optionee at the address
indicated below Optionee’s signature line on the Grant Notice. All notices shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified. 

14. Financing. The Plan Administrator may, in its absolute discretion and without any obligation to do so, permit Optionee to
pay the Exercise Price for the purchased Option Shares (to the extent such Exercise Price is in excess of the par value of those shares) by delivering a full-recourse promissory note bearing interest at a market rate and secured by those Option
Shares. The payment schedule in effect for any such promissory note shall be established by the Plan Administrator in its sole discretion. 

15. Construction. This Agreement and the option evidenced hereby are made and granted pursuant to the Plan and are in all
respects limited by and subject to the terms of the Plan. All decisions of the Plan Administrator with respect to any question or issue arising under the Plan or this Agreement shall be conclusive and binding on all persons having an interest in
this option. 
 16. Governing Law. The interpretation, performance and enforcement of this Agreement shall be governed by the
laws of the State of Delaware without resort to that State’s conflict-of-laws rules. 

17. Stockholder Approval. If the Option Shares covered by this Agreement exceed, as of the Grant Date, the number of shares of
Common Stock which may be issued under the Plan as last approved by the stockholders, then this option shall be void with respect to such excess shares, unless stockholder approval of an amendment sufficiently increasing the number of shares of
Common Stock issuable under the Plan is obtained in accordance with the provisions of the Plan. 
 18. Additional Terms Applicable to
an Incentive Option. In the event this option is designated an Incentive Option in the Grant Notice, the following terms and conditions shall also apply to the grant: 

(a) This option shall cease to qualify for favorable tax treatment as an Incentive Option if (and to the extent) this option is exercised for
one or more Option Shares: (i) more than three (3) months after the date Optionee ceases to be an Employee for any reason other than death or Permanent Disability or (ii) more than twelve (12) months after the date Optionee
ceases to be an Employee by reason of Permanent Disability. 
 (b) This option shall not become exercisable in the calendar year in which
granted if (and to the extent) the aggregate Fair Market Value (determined at the Grant Date) of the Common Stock for which this option would otherwise first become exercisable in such calendar year would, when added to the aggregate value
(determined as of the respective date or dates of grant) of the Common Stock and any other securities for which one or more 

  
 6 














 
other Incentive Options granted to Optionee prior to the Grant Date (whether under the Plan or any other option plan of the Corporation or any Parent or Subsidiary) first become exercisable
during the same calendar year, exceed One Hundred Thousand Dollars ($100,000) in the aggregate. To the extent an Option designated as an Incentive Stock Option would become exercisable for the first time for an amount in excess of One Hundred
Thousand Dollars, the excess amount shall be exercisable as a Non-Statutory Stock Option. 
 (c)
Should Optionee hold, in addition to this option, one or more other options to purchase Common Stock which become exercisable for the first time in the same calendar year as this option, then the foregoing limitations on the exercisability of such
options as Incentive Options shall be applied on the basis of the order in which such options are granted. 

  
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 APPENDIX 

The following definitions shall be in effect under the Agreement: 

A. Agreement shall mean this Stock Option Agreement. 

B. Board shall mean the Corporation’s Board of Directors. 

C. Change in Control shall mean a change in ownership or control of the Corporation effected through any of the following
transactions: 
 (i) a merger, consolidation or other reorganization approved by the Corporation’s stockholders,
unless securities representing more than fifty percent (50%) of the total combined voting power of the voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly and in substantially
the same proportion, by the persons who beneficially owned the Corporation’s outstanding voting securities immediately prior to such transaction, or 

(ii) a stockholder-approved sale, transfer or other disposition of all or substantially all of the Corporation’s assets in
complete liquidation or dissolution of the Corporation, or 
 (iii) the acquisition, directly or indirectly by any person or
related group of persons (other than the Corporation or a person that directly or indirectly controls, is controlled by, or is under common control with, the Corporation), of beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation’s outstanding securities pursuant to a tender or exchange offer made directly
to the Corporation’s stockholders. 
 In no event shall any public offering of the Corporation’s securities be deemed to
constitute a Change in Control. 
 D. Code shall mean the Internal Revenue Code of 1986, as amended. 

E. Common Stock shall mean the Corporation’s common stock. 

F. Corporation shall mean Rain Therapeutics Inc., a Delaware corporation, and any successor corporation to all or substantially
all of the assets or voting stock of Rain Therapeutics Inc. which shall by appropriate action assume this option. 

  
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 G. Disability shall mean the inability of Optionee to engage in any
substantial gainful activity by reason of any medically determinable physical or mental impairment and shall be determined by the Plan Administrator on the basis of such medical evidence as the Plan Administrator deems warranted under the
circumstances. Disability shall be deemed to constitute Permanent Disability in the event that such Disability is expected to result in death or has lasted or can be expected to last for a continuous period of twelve (12) months or more.

 H. Employee shall mean an individual who is in the employ of the Corporation (or any Parent or Subsidiary), subject to the
control and direction of the employer entity as to both the work to be performed and the manner and method of performance. 
 I.
Exercise Date shall mean the date on which the option shall have been exercised in accordance with Paragraph 9 of the Agreement. 

J. Exercise Price shall mean the exercise price payable per Option Share as specified in the Grant Notice. 

K. Expiration Date shall mean the date on which the option expires as specified in the Grant Notice. 

L. Fair Market Value per share of Common Stock on any relevant date shall be determined in accordance with the following
provisions: 
 (i) If the Common Stock is at the time traded on the Nasdaq National Market, then the Fair Market Value shall
be the closing selling price per share of Common Stock on the date in question, as the price is reported by the National Association of Securities Dealers on the Nasdaq National Market and published in The Wall Street Journal. If there is no
closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists. 

(ii) If the Common Stock is at the time listed on any Stock Exchange, then the Fair Market Value shall be the closing selling
price per share of Common Stock on the date in question on the Stock Exchange determined by the Plan Administrator to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of transactions on such
exchange and published in The Wall Street Journal. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such
quotation exists. 
 (iii) If the Common Stock is at the time neither listed on any Stock Exchange nor traded on the Nasdaq
National Market, then the Fair Market Value shall be determined by the Plan Administrator after taking into account such factors as the Plan Administrator shall deem appropriate. 

M. Grant Date shall mean the date of grant of the option as specified in the Grant Notice. 

  
 A-2 














 N. Grant Notice shall mean the Notice of Grant of Stock Option accompanying
the Agreement, pursuant to which Optionee has been informed of the basic terms of the option evidenced hereby. 
 O. Incentive
Option shall mean an option which satisfies the requirements of Code Section 422. 
 P. Misconduct shall
mean the commission of any act of fraud, embezzlement or dishonesty by Optionee, any unauthorized use or disclosure by Optionee of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or any other intentional
misconduct by Optionee adversely affecting the business or affairs of the Corporation (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not in any way preclude or restrict the right of the Corporation (or any Parent
or Subsidiary) to discharge or dismiss Optionee or any other person in the Service of the Corporation (or any Parent or Subsidiary) for any other acts or omissions, but such other acts or omissions shall not be deemed, for purposes of the Plan or
this Agreement, to constitute grounds for termination for Misconduct. 
 Q. 1934 Act shall mean the Securities Exchange Act of
1934, as amended. 
 R. Non-Statutory Option shall mean an option not intended to
satisfy the requirements of Code Section 422. 
 S. Option Shares shall mean the number of shares of Common Stock subject
to the option. 
 T. Optionee shall mean the person to whom the option is granted as specified in the Grant Notice.

 U. Parent shall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the
Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the
other corporations in such chain. 
 V. Plan shall mean the Corporation’s Amended and Restated 2018 Stock Option/Stock
Issuance Plan. 
 W. Plan Administrator shall mean either the Board or a committee of the Board acting in its capacity as
administrator of the Plan. 
 X. Purchase Agreement shall mean the stock purchase agreement in substantially the form of
Exhibit B to the Grant Notice. 
 Y. Service shall mean the Optionee’s performance of services for the Corporation (or
any Parent or Subsidiary) in the capacity of an Employee, a non-employee member of the board of directors or an independent consultant. 

  
 A-3 














 Z. Stock Exchange shall mean the American Stock Exchange or the New York Stock
Exchange. 
 AA. Subsidiary shall mean any corporation (other than the Corporation) in an unbroken chain of corporations
beginning with the Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain. 
 BB. Vesting Schedule shall mean the vesting schedule specified in
the Grant Notice pursuant to which the Optionee is to vest in the Option Shares in a series of installments over his or her period of Service. 

  
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 RAIN THERAPEUTICS INC. 

STOCK PURCHASE AGREEMENT 

AGREEMENT made this _____ day of ___________________, _____ by and between the Corporation and _____________________, Optionee under
the Corporation’s Amended and Restated 2018 Stock Option/Stock Issuance Plan (the “Optionee”). 
 All capitalized
terms in this Agreement shall have the meaning assigned to them in this Agreement or in the attached Appendix. 
  

	 	A.	 EXERCISE OF OPTION 



1. Exercise. Optionee hereby purchases _______ shares of Common Stock (the “Purchased Shares”) pursuant to
that certain option (the “Option”) granted Optionee on ____________________, _______ (the “Grant Date”) to purchase up to _______________ shares of Common Stock (the “Option Shares”) under the Plan at the
exercise price of $___________ per share (the “Exercise Price”). 
 2. Payment. Concurrently with the
delivery of this Agreement to the Corporation, Optionee shall pay the Exercise Price for the Purchased Shares in accordance with the provisions of the Option Agreement and shall deliver whatever additional documents may be required by the Option
Agreement as a condition for exercise, together with a duly-executed blank Assignment Separate from Certificate (in the form attached hereto as Exhibit I) with respect to the Purchased Shares. 

3. Stockholder Rights. Until such time as the Corporation exercises the Repurchase Right or the First Refusal Right, Optionee
(or any successor in interest) shall have all the rights of a stockholder (including voting, dividend and liquidation rights) with respect to the Purchased Shares, subject, however, to the transfer restrictions of Articles B and C. 

 

	 	B.	 SECURITIES LAW COMPLIANCE 



1. Restricted Securities. The Purchased Shares have not been registered under the 1933 Act and are being issued to Optionee in
reliance upon the exemption from such registration provided by SEC Rule 701 for stock issuances under compensatory benefit plans such as the Plan. Optionee hereby confirms that Optionee has been informed that the Purchased Shares are restricted
securities under the 1933 Act and may not be resold or transferred unless the Purchased Shares are first registered under the Federal securities laws or unless an exemption from such registration is available. Accordingly, Optionee hereby
acknowledges that Optionee is acquiring the Purchased Shares for investment purposes only and not with a view to resale and is prepared to hold the Purchased Shares for an indefinite period and that Optionee is aware that SEC Rule 144 issued under
the 1933 Act which exempts certain resales of unrestricted securities is not presently available to exempt the resale of the Purchased Shares from the registration requirements of the 1933 Act. 













 2. Restrictions on Disposition of Purchased Shares. Optionee shall make no
disposition of the Purchased Shares (other than a Permitted Transfer) unless and until there is compliance with all of the following requirements: 

(i) Optionee shall have provided the Corporation with a written summary of the terms and conditions of the proposed
disposition. 
 (ii) Optionee shall have complied with all requirements of this Agreement applicable to the disposition of
the Purchased Shares. 
 (iii) Optionee shall have provided the Corporation with written assurances, in form and substance
satisfactory to the Corporation, that (a) the proposed disposition does not require registration of the Purchased Shares under the 1933 Act or (b) all appropriate action necessary for compliance with the registration requirements of the
1933 Act or any exemption from registration available under the 1933 Act (including Rule 144) has been taken. 
 The Corporation shall
not be required (i) to transfer on its books any Purchased Shares which have been sold or transferred in violation of the provisions of this Agreement or (ii) to treat as the owner of the Purchased Shares, or otherwise to
accord voting, dividend or liquidation rights to, any transferee to whom the Purchased Shares have been transferred in contravention of this Agreement. 

3. Restrictive Legends. The stock certificates for the Purchased Shares shall be endorsed with one or more of the following
restrictive legends: 
 “The shares represented by this certificate have not been registered under the Securities Act of
1933. The shares may not be sold or offered for sale in the absence of (a) an effective registration statement for the shares under such Act, (b) a “no action” letter of the Securities and Exchange Commission with respect to such
sale or offer or (c) satisfactory assurances to the Corporation that registration under such Act is not required with respect to such sale or offer.” 

“The shares represented by this certificate are subject to certain repurchase rights and rights of first refusal granted
to the Corporation and accordingly may not be sold, assigned, transferred, encumbered, or in any manner disposed of except in conformity with the terms of a written agreement dated ____________, 20___ between the Corporation and the registered
holder of the shares (or the predecessor in interest to the shares). A copy of such agreement is maintained at the Corporation’s principal corporate offices.” 
  

	 	C.	 TRANSFER RESTRICTIONS 



1. Restriction on Transfer. Except for any Permitted Transfer, Optionee shall not transfer, assign, encumber or otherwise dispose
of any of the Purchased Shares which are subject to the Repurchase Right. In addition, Purchased Shares which are released from the Repurchase Right shall not be transferred, assigned, encumbered or otherwise disposed of in contravention of the
First Refusal Right or the Market Stand-Off. 

  
 2 














 2. Transferee Obligations. Each person (other than the Corporation) to whom
the Purchased Shares are transferred by means of a Permitted Transfer must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Corporation that such person is bound by the provisions of this Agreement and that
the transferred shares are subject to (i) the Repurchase Right, (ii) the First Refusal Right and (iii) the Market Stand-Off, to the same extent such shares would be so subject if retained by
Optionee. 
 3. Market Stand-Off. 

(a) In connection with any underwritten public offering by the Corporation of its equity securities pursuant to an effective registration
statement filed under the 1933 Act, including the Corporation’s initial public offering, Owner shall not sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for value
or otherwise agree to engage in any of the foregoing transactions with respect to, any Purchased Shares without the prior written consent of the Corporation or its underwriters. Such restriction (the “Market
Stand-Off”) shall be in effect for such period of time from and after the effective date of the final prospectus for the offering as may be requested by the Corporation or such underwriters. In no
event, however, shall such period exceed one hundred eighty (180) days, and the Market Stand-Off shall in no event be applicable to any underwritten public offering effected more than two (2) years
after the effective date of the Corporation’s initial public offering. 
 (b) Owner shall be subject to the Market Stand-Off provided and only if the officers and directors of the Corporation are also subject to similar restrictions. 

(c) Any new, substituted or additional securities which are by reason of any Recapitalization or Reorganization distributed with respect to
the Purchased Shares shall be immediately subject to the Market Stand-Off, to the same extent the Purchased Shares are at such time covered by such provisions. 

(d) In order to enforce the Market Stand-Off, the Corporation may impose stop-transfer instructions
with respect to the Purchased Shares until the end of the applicable stand-off period. 
  

	 	D.	 REPURCHASE RIGHT 



1. Grant. The Corporation is hereby granted the right (the “Repurchase Right”), exercisable at any time during
the sixty (60)-day period following the date Optionee ceases for any reason to remain in Service or (if later) during the sixty (60)-day period following the execution
date of this Agreement but in no event later than ninety (90) days after the termination of Service, to repurchase at the Repurchase Price any or all of the Purchased Shares in which Optionee is not, at the time of his or her cessation of
Service, vested in accordance with the Vesting Schedule applicable to those shares or the special vesting acceleration provisions of any Special Acceleration Addendum to of this Agreement (such shares to be hereinafter referred to as the
“Unvested Shares”). 

  
 3 














 2. Exercise of the Repurchase Right. The Repurchase Right shall be exercisable
by written notice delivered to each Owner of the Unvested Shares prior to the expiration of the sixty (60)-day exercise period. The notice shall indicate the number of Unvested Shares to be repurchased, the
Repurchase Price to be paid per share and the date on which the repurchase is to be effected, such date to be not more than thirty (30) days after the date of such notice. The certificates representing the Unvested Shares to be repurchased
shall be delivered to the Corporation on the closing date specified for the repurchase. Concurrently with the receipt of such stock certificates, the Corporation shall pay to Owner, in cash or cash equivalents (including the cancellation of any
purchase-money indebtedness), an amount equal to the Repurchase Price for the Unvested Shares which are to be repurchased from Owner. 
 3.
Termination of the Repurchase Right. The Repurchase Right shall terminate with respect to any Unvested Shares for which it is not timely exercised under Paragraph D.2. In addition, the Repurchase Right shall terminate and cease to be
exercisable with respect to any and all Purchased Shares in which Optionee vests in accordance with the Vesting Schedule. All Purchased Shares as to which the Repurchase Right lapses shall, however, remain subject to (i) the First Refusal Right
and (ii) the Market Stand-Off. 
 4. Aggregate Vesting Limitation. If the Option
is exercised in more than one increment so that Optionee is a party to one or more other Stock Purchase Agreements (the “Prior Purchase Agreements”) which are executed prior to the date of this Agreement, then the total number of
Purchased Shares as to which Optionee shall be deemed to have a fully-vested interest under this Agreement and all Prior Purchase Agreements shall not exceed in the aggregate the number of Purchased Shares in which Optionee would otherwise at the
time be vested, in accordance with the Vesting Schedule, had all the Purchased Shares (including those acquired under the Prior Purchase Agreements) been acquired exclusively under this Agreement. 

5. Recapitalization. Any new, substituted or additional securities or other property (including cash paid other than as a
regular cash dividend) which is by reason of any Recapitalization distributed with respect to the Purchased Shares shall be immediately subject to the Repurchase Right and any escrow requirements hereunder, but only to the extent the Purchased
Shares are at the time covered by such right or escrow requirements. Appropriate adjustments to reflect such distribution shall be made to the number and/or class of Purchased Shares subject to this Agreement and to the Repurchase Price per share to
be paid upon the exercise of the Repurchase Right in order to reflect the effect of any such Recapitalization upon the Corporation’s capital structure; provided, however, that the aggregate Repurchase Price shall remain the same. 

6. Change in Control. 

(a) In the event of a Change in Control, the Repurchase Right shall continue in full force and effect and shall be assigned to any successor
corporation (or the parent thereof) in the Change in Control transaction. None of the Purchased Shares shall vest on an accelerated basis in connection with such Change in Control, except to the extent otherwise provided in any Special Acceleration
Addendum to this Agreement. 

  
 4 














 (b) The Repurchase Right shall apply to any new securities or other property (including any
cash payments) received in exchange for the Purchased Shares in consummation of the Change in Control, but only to the extent the Purchased Shares are at the time covered by such right. Appropriate adjustments shall be made to the Repurchase Price
per share payable upon exercise of the Repurchase Right to reflect the effect (if any) of the Change in Control upon the Corporation’s capital structure; provided, however, that the aggregate Repurchase Price shall remain the same. The
new securities or other property (including any cash payments) issued or distributed with respect to the Purchased Shares in consummation of the Change in Control shall be immediately deposited in escrow with the Corporation (or the successor
entity) and shall not be released from escrow until Optionee vests in such securities or other property in accordance with the same Vesting Schedule in effect for the Purchased Shares or pursuant to any Special Acceleration Addendum to this
Agreement. 
  

	 	E.	 RIGHT OF FIRST REFUSAL 



1. Grant. The Corporation is hereby granted the right of first refusal (the “First Refusal Right”), exercisable
in connection with any proposed transfer of the Purchased Shares in which Optionee has vested in accordance with the provisions of Article D. For purposes of this Article E, the term “transfer” shall include any sale, assignment,
pledge, encumbrance or other disposition of the Purchased Shares intended to be made by Owner, but shall not include any Permitted Transfer. 

2. Notice of Intended Disposition. In the event any Owner of Purchased Shares in which Optionee has vested desires to accept a
bona fide third-party offer for the transfer of any or all of such shares (the Purchased Shares subject to such offer to be hereinafter referred to as the “Target Shares”), Owner shall promptly (i) deliver to the Corporation
written notice (the “Disposition Notice”) of the terms of the offer, including the purchase price and the identity of the third-party offeror, and (ii) provide satisfactory proof that the disposition of the Target Shares to
such third-party offeror would not be in contravention of the provisions set forth in Articles B and C. 
 3. Exercise of the First
Refusal Right. The Corporation shall, for a period of twenty-five (25) days following receipt of the Disposition Notice, have the right to repurchase any or all of the Target Shares subject to the Disposition Notice upon the same terms
as those specified therein or upon such other terms (not materially different from those specified in the Disposition Notice) to which Owner consents. Such right shall be exercisable by delivery of written notice (the “Exercise
Notice”) to Owner prior to the expiration of the twenty-five (25)-day exercise period. If such right is exercised with respect to all the Target Shares, then the Corporation shall effect the repurchase of such shares, including payment of
the purchase price, not more than five (5) business days after delivery of the Exercise Notice; and at such time the certificates representing the Target Shares shall be delivered to the Corporation. 

Should the purchase price specified in the Disposition Notice be payable in property other than cash or evidences of indebtedness, the
Corporation shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If Owner and the Corporation cannot agree on such cash value within ten (10) days after the Corporation’s receipt
of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by Owner and the Corporation or, if they cannot agree on an appraiser within twenty (20) days after the Corporation’s receipt of the
Disposition Notice, each shall select an appraiser of recognized standing and the two (2) appraisers shall designate a third appraiser of 

  
 5 














 
recognized standing, whose appraisal shall be determinative of such value. The cost of such appraisal shall be shared equally by Owner and the Corporation. The closing shall then be held on the
later of (i) the fifth (5th) business day following delivery of the Exercise Notice or (ii) the fifth (5th) business day after such valuation shall have been made. 

4. Non-Exercise of the First Refusal Right. In the event the Exercise Notice is not
given to Owner prior to the expiration of the twenty-five (25)-day exercise period, Owner shall have a period of thirty (30) days thereafter in which to sell or otherwise dispose of the Target Shares to
the third-party offeror identified in the Disposition Notice upon terms (including the purchase price) no more favorable to such third-party offeror than those specified in the Disposition Notice; provided, however, that any such sale or
disposition must not be effected in contravention of the provisions of Articles B and C. The third-party offeror shall acquire the Target Shares subject to the First Refusal Right and the provisions and restrictions of Article B and Paragraph C.3,
and any subsequent disposition of the acquired shares must be effected in compliance with the terms and conditions of such First Refusal Right and the provisions and restrictions of Article B and Paragraph C.3. In the event Owner does not effect
such sale or disposition of the Target Shares within the specified thirty (30)-day period, the First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by Owner
until such right lapses. 
 5. Partial Exercise of the First Refusal Right. In the event the Corporation makes a timely
exercise of the First Refusal Right with respect to a portion, but not all, of the Target Shares specified in the Disposition Notice, Owner shall have the option, exercisable by written notice to the Corporation delivered within five
(5) business days after Owner’s receipt of the Exercise Notice, to effect the sale of the Target Shares pursuant to either of the following alternatives: 

(i) sale or other disposition of all the Target Shares to the third-party offeror identified in the Disposition Notice, but in
full compliance with the requirements of Paragraph E.4, as if the Corporation did not exercise the First Refusal Right; or 

(ii) sale to the Corporation of the portion of the Target Shares which the Corporation has elected to purchase, such sale to be
effected in substantial conformity with the provisions of Paragraph E.3. The First Refusal Right shall continue to be applicable to any subsequent disposition of the remaining Target Shares until such right lapses. 

Owner’s failure to deliver timely notification to the Corporation shall be deemed to be an election by Owner to sell the Target Shares
pursuant to alternative (i) above. 
 6. Recapitalization/Reorganization. 

(a) Any new, substituted or additional securities or other property which is by reason of any Recapitalization distributed with respect to
the Purchased Shares shall be immediately subject to the First Refusal Right, but only to the extent the Purchased Shares are at the time covered by such right. 

  
 6 














 (b) In the event of a Reorganization, the First Refusal Right shall remain in full force
and effect and shall apply to the new capital stock or other property received in exchange for the Purchased Shares in consummation of the Reorganization, but only to the extent the Purchased Shares are at the time covered by such right. 

7. Lapse. The First Refusal Right shall lapse upon the earliest to occur of (i) the first date on which shares of
the Common Stock are held of record by more than five hundred (500) persons, (ii) a determination made by the Board that a public market exists for the outstanding shares of Common Stock or (iii) a firm commitment underwritten public
offering, pursuant to an effective registration statement under the 1933 Act, covering the offer and sale of the Common Stock in the aggregate amount of at least twenty million dollars ($20,000,000). However, the Market Stand-Off shall continue to remain in full force and effect following the lapse of the First Refusal Right. 
  

	 	F.	 SPECIAL TAX ELECTION 



The acquisition of the Purchased Shares may result in adverse tax consequences which may be avoided or mitigated by filing an election under
Code Section 83(b). Such election must be filed within thirty (30) days after the date of this Agreement. A description of the tax consequences applicable to the acquisition of the Purchased Shares and the form for making the Code
Section 83(b) election are set forth in Exhibit II. OPTIONEE SHOULD CONSULT WITH HIS OR HER TAX ADVISOR TO DETERMINE THE TAX CONSEQUENCES OF ACQUIRING THE PURCHASED SHARES AND THE ADVANTAGES AND DISADVANTAGES OF FILING THE CODE SECTION 83(b)
ELECTION. OPTIONEE ACKNOWLEDGES THAT IT IS OPTIONEE’S SOLE RESPONSIBILITY, AND NOT THE CORPORATION’S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b), EVEN IF OPTIONEE REQUESTS THE CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING
ON HIS OR HER BEHALF. 
  

	 	G.	 GENERAL PROVISIONS 



1. Assignment. The Corporation may assign the Repurchase Right and/or the First Refusal Right to any person or entity selected
by the Board, including (without limitation) one or more stockholders of the Corporation. 
 2. At Will Employment. Nothing
in this Agreement or in the Plan shall confer upon Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing
or retaining Optionee) or of Optionee, which rights are hereby expressly reserved by each, to terminate Optionee’s Service at any time for any reason, with or without cause. 

3. Notices. Any notice required to be given under this Agreement shall be in writing and shall be deemed effective upon
personal delivery or upon deposit in the U.S. mail, registered or certified, postage prepaid and properly addressed to the party entitled to such notice at the address indicated below such party’s signature line on this Agreement or at such
other address as such party may designate by ten (10) days advance written notice under this paragraph to all other parties to this Agreement. 

  
 7 














 4. No Waiver. The failure of the Corporation in any instance to exercise the
Repurchase Right or the First Refusal Right shall not constitute a waiver of any other repurchase rights and/or rights of first refusal that may subsequently arise under the provisions of this Agreement or any other agreement between the Corporation
and Optionee. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition, whether of like or different nature. 

5. Cancellation of Shares. If the Corporation shall make available, at the time and place and in the amount and form provided
in this Agreement, the consideration for the Purchased Shares to be repurchased in accordance with the provisions of this Agreement, then from and after such time, the person from whom such shares are to be repurchased shall no longer have any
rights as a holder of such shares (other than the right to receive payment of such consideration in accordance with this Agreement). Such shares shall be deemed purchased in accordance with the applicable provisions hereof, and the Corporation shall
be deemed the owner and holder of such shares, whether or not the certificates therefor have been delivered as required by this Agreement. 
  

	 	H.	 MISCELLANEOUS PROVISIONS 



1. Optionee Undertaking. Optionee hereby agrees to take whatever additional action and execute whatever additional documents the
Corporation may deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on either Optionee or the Purchased Shares pursuant to the provisions of this Agreement. 

2. Agreement is Entire Contract. This Agreement constitutes the entire contract between the parties hereto with regard to the
subject matter hereof. This Agreement is made pursuant to the provisions of the Plan and shall in all respects be construed in conformity with the terms of the Plan. 

3. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware
without resort to that State’s conflict-of-laws rules. 

4. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute one and the same instrument. 
 5. Successors and Assigns. The provisions of this Agreement
shall inure to the benefit of, and be binding upon, the Corporation and its successors and assigns and upon Optionee, Optionee’s permitted assigns and the legal representatives, heirs and legatees of Optionee’s estate, whether or not any
such person shall have become a party to this Agreement and have agreed in writing to join herein and be bound by the terms hereof. 

  
 8 














 IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year
first indicated above. 
  

					
	OPTIONEE	 		  	RAIN THERAPEUTICS INC.
		 		  	
	  
	 		  	  

	Signature	 		  	By:
	  
	 		  	  

	Print Name	 	  	  	Print Name
	  
	 		  	  

	Title:	 		  	Title
		 		  	
	Address:	 		  	Address:
		 		  	
	  
	 		  	  

		 		  	
	  
	 		  	  



  
 9 














 SPOUSAL ACKNOWLEDGMENT 

The undersigned spouse of Optionee has read and hereby approves the foregoing Stock Purchase Agreement. In consideration of the
Corporation’s granting Optionee the right to acquire the Purchased Shares in accordance with the terms of such Agreement, the undersigned hereby agrees to be irrevocably bound by all the terms of such Agreement, including (without limitation)
the right of the Corporation (or its assigns) to purchase any Purchased Shares in which Optionee is not vested at time of his or her cessation of Service. 
  

					
		 		  	  
 OPTIONEE’S
SPOUSE

		 		  	
		 	Address:	  	  

		 		  	  















 EXHIBIT I 

ASSIGNMENT SEPARATE FROM CERTIFICATE 

FOR VALUE RECEIVED _______________ hereby sell(s), assign(s) and transfer(s) unto Rain Therapeutics Inc. (the
“Corporation”), _______________ (_________) shares of the Common Stock of the Corporation standing in his or her name on the books of the Corporation represented by Certificate No. ________________ herewith and do(es) hereby
irrevocably constitute and appoint _____________________ Attorney to transfer the said stock on the books of the Corporation with full power of substitution in the premises. 

Dated: ____________________ 

			
		
	Signature	 	 


 Instruction: Please do not fill in any blanks other than the signature line. Please sign exactly as you would
like your name to appear on the issued stock certificate. The purpose of this assignment is to enable the Corporation to exercise the Repurchase Right without requiring additional signatures on the part of Optionee. 













 EXHIBIT II 

FEDERAL INCOME TAX CONSEQUENCES AND 

SECTION 83(b) TAX ELECTION 

I. Federal Income Tax Consequences and Section 83(b) Election For Exercise of Non-Statutory Option. If the Purchased Shares are acquired pursuant to the exercise of a Non-Statutory Option, as specified in the Grant Notice, then under Code
Section 83, the excess of the Fair Market Value of the Purchased Shares on the date any forfeiture restrictions applicable to such shares lapse over the Exercise Price paid for those shares will be reportable as ordinary income on the lapse
date. For this purpose, the term “forfeiture restrictions” includes the right of the Corporation to repurchase the Purchased Shares pursuant to the Repurchase Right. However, Optionee may elect under Code Section 83(b) to be
taxed at the time the Purchased Shares are acquired, rather than when and as such Purchased Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within thirty (30) days after
the date of the Agreement. Even if the Fair Market Value of the Purchased Shares on the date of the Agreement equals the Exercise Price paid (and thus no tax is payable), the election must be made to avoid adverse tax consequences in the future. The
form for making this election is attached as part of this exhibit. FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY (30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME BY OPTIONEE
AS THE FORFEITURE RESTRICTIONS LAPSE. 
 II. Federal Income Tax Consequences and Conditional
Section 83(b) Election For Exercise of Incentive Option. If the Purchased Shares are acquired pursuant to the exercise of an Incentive Option, as specified in the Grant Notice, then the following tax
principles shall be applicable to the Purchased Shares: 
 (i) For regular tax purposes, no taxable income will be recognized
at the time the Option is exercised. 
 (ii) The excess of (a) the Fair Market Value of the Purchased Shares on the date
the Option is exercised or (if later) on the date any forfeiture restrictions applicable to the Purchased Shares lapse over (b) the Exercise Price paid for the Purchased Shares will be includible in Optionee’s taxable income for
alternative minimum tax purposes. 
 (iii) If Optionee makes a disqualifying disposition of the Purchased Shares, then
Optionee will recognize ordinary income in the year of such disposition equal in amount to the excess of (a) the Fair Market Value of the Purchased Shares on the date the Option is exercised or (if later) on the date any forfeiture restrictions
applicable to the Purchased Shares lapse over (b) the Exercise Price paid for the Purchased Shares. Any additional gain recognized upon the disqualifying disposition will be either short-term or long-term capital gain depending upon the period
for which the Purchased Shares are held prior to the disposition. 













 (iv) For purposes of the foregoing, the term “forfeiture
restrictions” will include the right of the Corporation to repurchase the Purchased Shares pursuant to the Repurchase Right. The term “disqualifying disposition” means any sale or other disposition1 of the Purchased Shares within two (2) years after the Grant Date or within one (1) year after the exercise date of the Option. 

(v) In the absence of final Treasury Regulations relating to Incentive Options, it is not certain whether Optionee may, in
connection with the exercise of the Option for any Purchased Shares at the time subject to forfeiture restrictions, file a protective election under Code Section 83(b) which would limit Optionee’s ordinary income upon a disqualifying
disposition to the excess of the Fair Market Value of the Purchased Shares on the date the Option is exercised over the Exercise Price paid for the Purchased Shares. Accordingly, such election if properly filed will only be allowed to the extent the
final Treasury Regulations permit such a protective election. 
 (iv) The Code Section 83(b) election will be effective
in limiting the Optionee’s alternative minimum taxable income to the excess of the Fair Market Value of the Purchased Shares at the time the Option is exercised over the Exercise Price paid for those shares. 

Page 2 of the attached form for making the election should be filed with any election made in connection with the exercise of an Incentive
Option. 
  

	1 	 Generally, a disposition of shares purchased under an Incentive Option includes any transfer of legal title,
including a transfer by sale, exchange or gift, but does not include a transfer to the Optionee’s spouse, a transfer into joint ownership with right of survivorship if Optionee remains one of the joint owners, a pledge, a transfer by bequest or
inheritance or certain tax-free exchanges permitted under the Code. 



  
 II-2 














 SECTION 83(b) ELECTION 

This statement is being made under Section 83(b) of the Internal Revenue Code, pursuant to Treas. Reg.
Section 1.83-2. 
  

	(1)	 The taxpayer who performed the services is: 



 

			
	Name:	 	 


			
	Address:	 	 


			
	Taxpayer Ident. No.: 	 	 

  

	(2)	 The property with respect to which the election is being made is _____________ shares of the common stock of
Rain Therapeutics Inc. 


  

	(3)	 The property was issued on ______________, _____. 



 

	(4)	 The taxable year in which the election is being made is the calendar year _____. 



 

	(5)	 The property is subject to a repurchase right pursuant to which the issuer has the right to acquire the
property at the lower of the purchase price paid per share or the fair market value per share, if for any reason taxpayer’s service with the issuer terminates. The issuer’s repurchase right will lapse in a series of annual and
monthly installments over a four (4)-year period ending on ___________, 20__. 


  

	(6)	 The fair market value at the time of transfer (determined without regard to any restriction other than a
restriction which by its terms will never lapse) is $__________per share. 


  

	(7)	 The amount paid for such property is $___________ per share. 



 

	(8)	 A copy of this statement was furnished to Rain Therapeutics Inc. for whom taxpayer rendered the services
underlying the transfer of property. 


  

	(9)	 This statement is executed on _________________, ______. 



 

					
	 	 		  	 
	 Spouse (if any)
	 	         
	  	 Taxpayer


 This election must be filed with the Internal Revenue Service Center with which taxpayer files his or her Federal income
tax returns and must be made within thirty (30) days after the execution date of the Stock Purchase Agreement. This filing should be made by registered or certified mail, return receipt requested. Optionee must retain two (2) copies of the
completed form for filing with his or her Federal and state tax returns for the current tax year and an additional copy for his or her records. 













 The property described in the above Section 83(b) election is comprised of shares of
common stock acquired pursuant to the exercise of an incentive stock option under Section 422 of the Internal Revenue Code (the “Code”). Accordingly, it is the intent of the Taxpayer to utilize this election to achieve the
following tax results: 
 1. One purpose of this election is to have the alternative minimum taxable income attributable to the purchased
shares measured by the amount by which the fair market value of such shares at the time of their transfer to the Taxpayer exceeds the purchase price paid for the shares. In the absence of this election, such alternative minimum taxable income would
be measured by the spread between the fair market value of the purchased shares and the purchase price which exists on the various lapse dates in effect for the forfeiture restrictions applicable to such shares. 

2. Section 421(a)(1) of the Code expressly excludes from income any excess of the fair market value of the purchased shares over the amount
paid for such shares. Accordingly, this election is also intended to be effective in the event there is a “disqualifying disposition” of the shares, within the meaning of Section 421(b) of the Code, which would otherwise render the
provisions of Section 83(a) of the Code applicable at that time. Consequently, the Taxpayer hereby elects to have the amount of disqualifying disposition income measured by the excess of the fair market value of the purchased shares on the date
of transfer to the Taxpayer over the amount paid for such shares. Since Section 421(a) presently applies to the shares which are the subject of this Section 83(b) election, no taxable income is actually recognized for regular tax purposes
at this time, and no income taxes are payable, by the Taxpayer as a result of this election. The foregoing election is to be effective to the full extent permitted under the Code. 

THIS PAGE 2 IS TO BE ATTACHED TO ANY SECTION 83(b) ELECTION FILED IN CONNECTION WITH THE EXERCISE OF AN INCENTIVE STOCK OPTION UNDER THE FEDERAL TAX LAWS.


  
 Page 2 














 APPENDIX 

The following definitions shall be in effect under the Agreement: 

A. Agreement shall mean this Stock Purchase Agreement. 

B. Board shall mean the Corporation’s Board of Directors. 

C. Change in Control shall mean a change in ownership or control of the Corporation effected through any of the following
transactions: 
 (i) a merger, consolidation or other reorganization approved by the Corporation’s stockholders,
unless securities representing more than fifty percent (50%) of the total combined voting power of the voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly and in substantially
the same proportion, by the persons who beneficially owned the Corporation’s outstanding voting securities immediately prior to such transaction, or 

(ii) a stockholder-approved sale, transfer or other disposition of all or substantially all of the Corporation’s assets in
complete liquidation or dissolution of the Corporation, or 
 (iii) the acquisition, directly or indirectly by any person or
related group of persons (other than the Corporation or a person that directly or indirectly controls, is controlled by, or is under common control with, the Corporation), of beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation’s outstanding securities pursuant to a tender or exchange offer made directly
to the Corporation’s stockholders. 
 In no event shall any public offering of the Corporation’s securities be deemed to
constitute a Change in Control. 
 D. Code shall mean the Internal Revenue Code of 1986, as amended. 

E. Common Stock shall mean the Corporation’s common stock. 

F. Corporation shall mean Rain Therapeutics Inc., a Delaware corporation, and any successor corporation to all or substantially
all of the assets or voting stock of Rain Therapeutics Inc. which shall by appropriate action adopt the Plan. 
 G. Disposition
Notice shall have the meaning assigned to such term in Paragraph E.2. 

  
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 H. Exercise Price shall have the meaning assigned to such term in
Paragraph A.1. 
 I. Fair Market Value per share of Common Stock on any relevant date shall be determined in accordance
with the following provisions: 
 (i) If the Common Stock is at the time traded on the Nasdaq National Market, then the Fair
Market Value shall be the closing selling price per share of Common Stock on the date in question, as such price is reported by the National Association of Securities Dealers on the Nasdaq National Market and published in The Wall Street
Journal. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists. 

(ii) If the Common Stock is at the time listed on any Stock Exchange, then the Fair Market Value shall be the closing selling
price per share of Common Stock on the date in question on the Stock Exchange determined by the Plan Administrator to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of transactions on such
exchange and published in The Wall Street Journal. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such
quotation exists. 
 (iii) If the Common Stock is at the time neither listed on any Stock Exchange nor traded on the Nasdaq
National Market, then the Fair Market Value shall be determined by the Plan Administrator after taking into account such factors as the Plan Administrator shall deem appropriate. 

J. First Refusal Right shall mean the right granted to the Corporation in accordance with Article E. 

K. Grant Date shall have the meaning assigned to such term in Paragraph A.1. 

L. Grant Notice shall mean the Notice of Grant of Stock Option pursuant to which Optionee has been informed of the basic terms
of the Option. 
 M. Incentive Option shall mean an option which satisfies the requirements of Code Section 422. 

N. Market Stand-Off shall mean the market
stand-off restriction specified in Paragraph C.3. 
 O. 1933 Act shall mean the
Securities Act of 1933, as amended. 
 P. 1934 Act shall mean the Securities Exchange Act of 1934, as amended. 

  
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 Q. Non-Statutory Option shall mean an
option not intended to satisfy the requirements of Code Section 422. 
 R. Option shall have the meaning assigned to such
term in Paragraph A.1. 
 S. Option Agreement shall mean all agreements and other documents evidencing the Option. 

T. Optionee shall mean the person to whom the Option is granted under the Plan. 

U. Owner shall mean Optionee and all subsequent holders of the Purchased Shares who derive their chain of ownership through a
Permitted Transfer from Optionee. 
 V. Parent shall mean any corporation (other than the Corporation) in an unbroken chain of
corporations ending with the Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain. 
 W. Permitted Transfer shall mean (i) a gratuitous
transfer of the Purchased Shares, provided and only if Optionee obtains the Corporation’s prior written consent to such transfer, (ii) a transfer of title to the Purchased Shares effected pursuant to Optionee’s will or the laws of
inheritance following Optionee’s death or (iii) a transfer to the Corporation in pledge as security for any purchase-money indebtedness incurred by Optionee in connection with the acquisition of the Purchased Shares. 

X. Plan shall mean the Corporation’s Amended and Restated 2018 Stock Option/Stock Issuance Plan. 

Y. Plan Administrator shall mean either the Board or a committee of the Board acting in its capacity as administrator of the
Plan. 
 Z. Prior Purchase Agreement shall have the meaning assigned to such term in Paragraph D.4. 

AA. Purchased Shares shall have the meaning assigned to such term in Paragraph A.1. 

BB. Recapitalization shall mean any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or
other change affecting the Corporation’s outstanding Common Stock as a class without the Corporation’s receipt of consideration. 

  
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 CC. Reorganization shall mean any of the following transactions: 

(i) a merger or consolidation in which the Corporation is not the surviving entity, 

(ii) a sale, transfer or other disposition of all or substantially all of the Corporation’s assets, 

(iii) a reverse merger in which the Corporation is the surviving entity but in which the Corporation’s outstanding voting
securities are transferred in whole or in part to a person or persons different from the persons holding those securities immediately prior to the merger, or 

(iv) any transaction effected primarily to change the state in which the Corporation is incorporated or to create a holding
company structure. 
 DD. Repurchase Price shall mean the lower of (i) the Exercise Price or (ii) the Fair
Market Value per share of Common Stock on the date of Optionee’s cessation of Service. 
 EE. Repurchase Right shall mean
the right granted to the Corporation in accordance with Article D. 
 FF. SEC shall mean the Securities and Exchange
Commission. 
 GG. Service shall mean the Optionee’s performance of services for the Corporation (or any Parent or
Subsidiary) in the capacity of an employee, subject to the control and direction of the employer entity as to both the work to be performed and the manner and method of performance, a non-employee member of
the board of directors or an independent consultant. 
 HH. Subsidiary shall mean any corporation (other than the Corporation)
in an unbroken chain of corporations beginning with the Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations in such chain. 
 II. Target Shares shall have
the meaning assigned to such term in Paragraph E.2. 
 JJ. Unvested Shares shall have the meaning assigned to such term
in Paragraph D.1. 
 KK. Vesting Schedule shall mean the vesting schedule specified in the Grant Notice pursuant to which the
Optionee is to vest in the Option Shares in a series of installments over his or her period of Service. 

  
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