Blueprint





 











EXHIBIT 10.19




STRATEGIC ADVISORY AGREEMENT

 


THIS
STRATEGIC ADVISORY AGREEMENT (this “Agreement”) is made as of
January 1, 2017, by and between TG Therapeutics, Inc. a Delaware
corporation (the “Company”), Caribe
BioAdvisors, LLC, a Puerto Rico limited liability company (the
“Advisor” and individually a “Party” or collectively
the “Parties”).

 


WHEREAS, on the
terms and subject to the conditions contained in this Agreement,
the Company desires to obtain certain management, advisory and
consulting services from the Advisor, and the Advisor has agreed to
perform such services;

 


WHEREAS, this
Agreement has been approved by the Company’s Board of
Directors.

 


NOW,
THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereto
agree as follows:

 

1. Management,
Advisory and Consulting Services.

 

1.1
Board of Directors Supervision.
The activities of the Advisor (excluding those as Board member and
Chairman of the Board) to be performed under this Agreement shall
be subject to the supervision of the Board of Directors of the
Company (“Board”) and subject to
reasonable policies not inconsistent with the terms of this
Agreement adopted by the Board and in effect from time-to-time.
Where not required by applicable law or regulation, the Advisor
shall not require the prior approval of the Board to perform its
duties under this Agreement. Notwithstanding the foregoing, the
Advisor shall not have the authority to bind the Company, and
nothing contained herein shall be construed to create an agency
relationship between the Company and the Advisor.

 

1.2
Services.

 

1.2.1 Scope.
Subject to any limitations imposed by applicable law or regulation,
the Advisor shall render or cause to be rendered management,
advisory and consulting services to the Company, which services may
include, without limitation, participation by one or more of
Advisor’s employees on the Board of the Company in the
capacity of Chairman of the Board and serving as non-employee
Executive Chairman providing advice and assistance concerning:
strategic vision and planning; identification of growth and
expansion opportunities; financial planning; and corporate
partnering and business development (collectively, the
“Services”). The Advisor
shall provide and devote to the performance of this Agreement such
employees, Affiliates and agents of the Advisor as the Advisor
shall deem appropriate to the furnishing of the Services hereunder
which employees (other than Mr. Weiss) shall be billed separately
(quarterly in arrears) under a separate staffing services
agreement. “Affiliate” means a person or entity that
controls, is controlled by or is under common control with a party,
but only for so long as such control exists. For the purposes of
the definition of Affiliate, the word “control”
(including, with correlative meaning, the terms “controlled
by” or “under common control with”) means the
actual power, either directly or indirectly through one or more
intermediaries, to direct the management and policies of such
person or entity, whether by the ownership of at least 50% of the
voting stock of such entity, or by contract or
otherwise.

 

1.2.2 Board
and Executive Chairman Services. The Company hereby requests
and Advisor hereby agrees to provide Mr. Weiss to serve as Chairman
of the Board of the Company and to serve as non-employee Executive
Chairman. In order to enable Advisor to provide Mr. Weiss, one of
its employees, to deliver the requested Services as Chairman of the
Board of the Company, the Company agrees to use its best efforts to
cause Michael S. Weiss, to be elected as a member of the
Company’s Board, and to be selected as Chairman of the Board,
throughout the Term and shall include him in the slate for election
as a director at every stockholders meeting during the Term at
which his term as a director would otherwise expire.

 

1.3
Non-exclusivity. The Advisor
shall devote such time and efforts to the performance of Services
contemplated hereby as the Advisor deems reasonably necessary or
appropriate; provided, however, that while no minimum number of
hours is required to be devoted by the Advisor on a weekly,
monthly, annual or other basis, the Advisor does agree that it will
devote substantial time and effort toward the success of the
Company. The Company acknowledges that the Services are not
exclusive to the Company and that the Advisor will render similar
Services to other persons and entities, subject only to Section 5
below and corporate policies (from time to time enacted) relating
to conflict of interests and related parties transactions covering
activities of board members. nothing in this Agreement shall
prevent the Advisor from providing the Services or any other
service for any company. The Company acknowledges and agrees that
outside opportunities for B-cell malignancies, Advisor shall not be
obligated to present product or technology licensing opportunities
to the Company.



 







 





 

2. Term. The Advisor shall provide
the Services set forth in Section 1 above from the date
hereof until the earlier of (a) termination of this Agreement by
mutual agreement of the Advisor and the Company and (b) the 3rd
anniversary of this Agreement; provided that this Agreement shall be
automatically extended for additional two year periods beyond the
initial three years unless the Advisor or the Company provides
written notice of its desire not to automatically extend the term
of this Agreement to the other Parties hereto at least ninety days
prior to the end of the then current term (such period, the
“Term”).

 


No
termination of this Agreement, whether pursuant to this
Section 2 or
otherwise, will affect the Company’s duty to pay any
Management Fee (as defined herein in Section 3) accrued, or to
reimburse any cost or expense incurred pursuant to Section 4 hereof, prior to the effective date of
such termination.  Upon termination of this Agreement, the
Advisor’s right to receive any further Management Fee or
reimbursement for costs and expenses that have not accrued or been
incurred to the date of termination shall cease and
terminate.  Additionally, the obligations of the Company under
Section 4
(Expenses), Section
7 (Indemnification), the provisions of Section 1.2 above (whether in
respect of or relating to Services rendered prior to termination of
this Agreement or in respect of or relating to any Services
provided after termination of this Agreement) and the provisions of
Section 14
(Governing Law) will also survive any termination of this Agreement
to the maximum extent permitted under applicable law.  If the
Company is acquired in a transaction that values the Company in
excess of $1.0 billion, then this Agreement will be terminated and
the Company will make a lump sum payment equal to the Annual
Consulting Fee (utilizing the value of the Company at the
acquisition price in lieu of Market Cap in the table on Schedule
3.1) for the remainder of the Term or two years, whichever is
longer.  At the end of the Term, or any earlier termination by
mutual agreement or pursuant to the immediately prior sentence, any
unvested Restricted Stock will automatically vest unless Advisor
decided not to renew at the end of the Term.

 

3. Compensation.

 

3.1 In consideration of
the management, consulting and financial services to be rendered,
the Company will pay to the Advisor an annual base management and
consulting fee in cash in the aggregate amount equal to the amount
designated on Schedule 3.1 (the “Annual Consulting Fee”),
payable in arrears in equal quarterly installments within ten (10)
business days of the beginning of each calendar quarter in each
year.

 

3.2 In addition to the
Annual Consulting Fee, (a) on the date hereof, Advisor shall
receive a one-time grant of Restricted Stock, as set forth on
Exhibit A (the “Initial Restricted Stock
Award”), and (b) commencing on the date of the
Company’s Annual Meeting of stockholders in 2017, and at each
Annual Meeting during the Term, the Company shall grant the Advisor
a number of restricted shares of the Company’s common stock,
par value $0.001 (“Common Stock”) equal to
1.25% of the shares of Common Stock outstanding on the date of
grant on a fully-diluted basis (the “Annual Restricted Stock
Awards”). Each Annual Restricted Stock Award will vest
and become non-forfeitable on the date that the Market
Capitalization (as defined herein) is $100 million greater than the
Market Capitalization on the respective date of grant, provided
that this Agreement remains in effect and has not been
terminated.

 


For
purposes of this Agreement, “Market Capitalization”
shall be determined by multiplying the total shares of the
Company’s Common Stock that are outstanding at that time
(including Common Stock issuable upon conversion, exchange or
exercise of any derivative security, including without limitation,
options, warrants, convertible equity or debt or restricted equity)
by the last reported closing price of the Company’s Common
Stock on a nationally recognized exchange or in the
over-the-counter market.

 

3.3 Any payment
pursuant to this Section 3 shall be made
either (i) in cash by wire transfer(s) of immediately available
funds to or among one or more accounts as designated from
time-to-time by the Advisor to the Company in writing or (ii) by
corporate check delivered by U.S. mail or overnight delivery
service.

 

4. Expenses. Actual and direct
out-of-pocket expenses reasonably incurred by the Advisor and its
personnel in performing the Services shall be reimbursed to the
Advisor by the Company upon the delivery to the Company of an
invoice, receipt or such other supporting data as the Company
reasonably shall require. The Company shall reimburse the Advisor
by wire transfer of immediately available funds for any amount paid
by the Advisor, which shall be in addition to any other amount
payable to the Advisor under this Agreement.



 







 





 

5.  Non-Disclosure
and Non-Compete.

 

5.1 The Advisor
understands and agrees that the Confidential Information and Trade
Secrets constitute valuable assets of the Company and may not be
converted to its own use. The Advisor hereby agrees that throughout
the term of this Agreement and at all times after, for so long as
the information at issue remains either Confidential Information or
a Trade Secret, the Advisor will not, directly or indirectly,
reveal, divulge, or disclose to any person or entity not expressly
authorized by the Company any Confidential Information or Trade
Secrets and will not, directly or indirectly, use or make use of
any Confidential Information or Trade Secrets in connection with
any business activity other than that of the Company.

 


Anything herein to
the contrary notwithstanding, the Advisor shall not be restricted
from disclosing or using Confidential Information or Trade Secrets
that are required to be disclosed by law, court order or other
legal process; provided, however, that in the event disclosure is
required by law, the Advisor shall provide the Company with prompt
written notice of such requirement in time to permit the Company to
seek an appropriate protective order or other similar protection
prior to any such disclosure by the Advisor.

 


The
parties acknowledge and agree that this Agreement is not intended
to, and will not, alter or diminish either the Company’s
rights or the Advisor’s obligations under any state or
federal statutory or common law regarding confidential information,
trade secrets and unfair trade practices and all potential remedies
under such laws remain available.

 


For
purposes of this Agreement, “Confidential Information”
means all data and information relating to the business of the
Company that is disclosed to the Advisor or of which the Advisor
becomes aware as a consequence of his employment and that has value
to the Company and is not generally known to those not employed or
otherwise engaged by the Company. “Confidential
Information” shall include, but is not limited to, financial
plans and data concerning Company; management planning information;
Company’s business plans or strategies (including, without
limitation, any merger or acquisition plans); sources of supply;
“know how;” Company’s operational methods; market
studies; marketing plans or strategies; product development
techniques or plans; client and prospective client lists; details
of client, supplier and vendor contracts; current and anticipated
client requirements; past, current and planned research and
development; business acquisition plans; employee compensation and
other personnel information; and new personnel acquisition plans.
“Confidential Information” shall not include data or
information (a) which has been voluntarily disclosed to the public
by Company, except where such public disclosure was made without
authorization from the Company; (b) which has been independently
developed and disclosed by Persons other than the Company or its
principals or representatives; or (c) which has otherwise entered
the public domain through lawful means. This definition shall not
limit any definition of “confidential information” or
any equivalent term under applicable state or federal
law.

 


For
purposes of this Agreement, “Trade Secret” means
information, without regard to form, relating to the Company, its
activities, businesses or clients, including, but not limited to,
technical or nontechnical data, a formula, a pattern, a
compilation, a program, a device, a method, a technique, a drawing,
a process, financial data, financial plans, product plans, or a
list of actual or potential clients or suppliers, which is not
commonly known by or available to the public via lawful means and
which: (A) derives economic value, actual or potential, from not
being generally known to, and not being readily ascertainable by
proper means by, other persons who can obtain economic value from
its disclosure or use; and (B) is the subject of efforts that are
reasonable under the circumstances to maintain its
secrecy. Trade Secret
shall include, but not be limited to, client lists, client billing
and pricing information, technical information regarding the
Company’s intellectual property, product development
information, patent information and all other information permitted
to be covered under the Uniform Trade Secrets Act. This definition
shall not limit any definition of “trade secret” or any
equivalent term under applicable state or federal law.



 







 





 

5.2 The
Advisor agrees that it will not retain or destroy, and will
immediately return to the Company on or prior to the end of the
Term, or at any other time the Company requests such return, any
and all property of the Company that is in its possession or
subject to its control, including, but not limited to, keys, credit
and identification cards, equipment, client files and information,
and all Confidential Information and Trade Secrets. The Advisor
will not make, distribute or retain copies of any such information
or property. The Advisor agrees that it will reimburse the Company
for all of its costs, including reasonable attorneys’ fees,
of recovering the above materials and otherwise enforcing
compliance with this provision if the Advisor does not return the
materials to the Company on or prior to the end of the Term or at
any other time the materials are requested by Company, or if the
Advisor otherwise fails to comply with this provision.

 

5.3 The
Advisor acknowledges and agrees that the services to the Company as
non-employee Executive Chairman are special, unique and
extraordinary and that in the course of performing such services
the Advisor will be provided with and have access to and knowledge
of Confidential Information and Trade Secrets that would be
extremely valuable to competitors of the Company. The Advisor
further acknowledges and agrees that, due to the unique nature of
the Company’s business, the loss of any of its clients or the
improper use of its Confidential and Proprietary Information could
create significant instability and cause substantial and
irreparable damage to the Company and therefore the Company has a
strong legitimate business interest in protecting the continuity of
its business interests and the restrictions herein agreed to by the
Advisor narrowly and fairly serves such an important and critical
business interest of the Company.

 

5.4 The
Advisor agrees that during the Term and for a period of twelve (12)
months thereafter, Advisor shall not, directly or indirectly, on
behalf of himself or any person, firm, partnership, joint venture,
corporation or other business entity (“Person”), engage in any
business that develops anti-CD20 monoclonal antibodies and PI3K
Delta inhibitors (the “Competitive Business”) within
the geographic area in which the Company does business, which is
deemed by the parties hereto to be worldwide. Notwithstanding the
foregoing, nothing contained in this Section 5.4 shall be deemed to
prohibit the Advisor from acquiring or holding, solely for
investment, publicly traded securities of any corporation, some or
all of the activities of which are deemed a Competitive Business so
long as such securities do not, in the aggregate, constitute 9.9%
or more of any class or series of outstanding securities of such
corporation.

 

5.5 In
the event that the Advisor breaches any provisions of this Section
5 or there is a threatened breach, then, in addition to any other
rights which the Company may have, the Company shall (i) be
entitled, without the posting of a bond or other security, to seek
injunctive relief to enforce the restrictions contained in this
Section 5 and (ii) to the extent permitted by law, have the right
to require the Advisor to account to the Company all compensation,
profits, monies, accruals, increments and other benefits
(collectively “Benefits”) derived or
received by the Advisor as a result of any transaction constituting
a breach of any of the provisions of this Section 5 and the Advisor
hereby agrees to account for and pay over such Benefits to the
Company. The Company and the Advisor agree that any such action for
injunctive relief shall be heard in any of the courts set forth in
Section 14 below, and each of the parties hereto agrees to accept
service of process by registered or certified mail and to otherwise
consent to the jurisdiction of such courts.

 

5.6 Each
of the rights and remedies enumerated in Section 5.5 shall be
independent of the others and shall be in addition to and not in
lieu of any other rights and remedies available to the Company at
law or in equity. If any of the covenants contained in this Section
5, or any part of any of them, is hereafter construed or
adjudicated to be invalid or unenforceable, the same shall not
affect the remainder of the covenant or covenants or rights or
remedies which shall be given full effect without regard to the
invalid portions. If any of the covenants contained in this Section
5 is held to be invalid or unenforceable because of the duration of
such provision or the area covered thereby, the parties agree that
the court or arbitrator making such determination shall have the
power to reduce the duration and/or area of such provision and in
its reduced form such provision shall then be enforceable. No such
holding of invalidity or unenforceability in one jurisdiction shall
bar or in any way affect the Company’s right to the relief
provided in this Section 5 or otherwise in the courts of any other
state or jurisdiction within the geographical scope of such
covenants as to breaches of such covenants in such other respective
states or jurisdictions, such covenants being, for this purpose,
severable into diverse and independent covenants.

 

5.7 In
the event that an actual proceeding is brought in equity to enforce
the provisions of this Section 5, the Advisor shall not urge as a
defense that there is an adequate remedy at law nor shall the
Company be prevented from seeking any other remedies which may be
available. The Advisor agrees that it shall not raise in any
proceeding brought to enforce the provisions of this Section 5 that
the covenants contained herein limit its ability to conduct its
business.

 

5.8 The
provisions of this Section 5 shall survive any termination of this
Agreement.



 







 





6. Decisions and Authority of the
Advisor.

 

6.1 No Liability. In no event will
the Advisor or any of its Affiliates be liable to the Company for
any indirect, special, incidental or consequential damages,
including, without limitation, lost profits or savings, whether or
not such damages are foreseeable, or for any third party claims
(whether based in contract, tort or otherwise), relating to the
Services to be provided by the Advisor hereunder. The Company
reserves the right to make all decisions with regard to any matter
upon which the Advisor has rendered advice and consultation, and
there shall be no liability of the Advisor for any such advice
accepted by the Company pursuant to the provisions of this
Agreement. The Advisor will not be liable for any mistakes of fact,
errors of judgment or losses sustained by the Company or for any
acts or omissions of any kind (including acts or omissions of the
Advisor), except to the extent caused by intentional misconduct of
the Advisor as finally determined by a court of competent
jurisdiction. In such case, the Advisor’s liability shall be
limited to direct damages not to exceed the total fees paid to
Advisor for the Services provided to the Company through the date
of any claim.

 

6.2 Independent Contractor. The
Advisor shall act solely as an independent contractor and shall
have complete charge of its respective personnel engaged in the
performance of the Services under this Agreement. Neither the
Advisor nor its officers, employees or agents will be considered
employees or agents of the Company or any of its respective
subsidiaries as a result of this Agreement. As an independent
contractor, the Advisor shall have authority only to act as an
advisor to the Company and shall have no authority to enter into
any agreement or to make any representation, commitment or warranty
binding upon the Company or to obtain or incur any right,
obligation or liability on behalf of the Company. Nothing contained
in this Agreement shall result in the Advisor or any of its
partners or members or any of their Affiliates, investment
Advisors, investment advisors or partners being a partner of or
joint venturer with the Company.

 

7. Indemnification.

 

7.1 Indemnification. The
Companyshall (i) indemnify the Advisor and
its respective Affiliates, directors, officers, employees and
agents (collectively, the "Indemnified
Party"), to the fullest extent permitted by
law, from and against any and all actions, causes of action, suits,
claims, liabilities, losses, damages and costs and expenses in
connection therewith, including without limitation reasonable
attorneys’ fees and expenses (“Indemnified
Liabilities”) to which the Indemnified Party
may become subject, directly or indirectly caused by, related to or
arising out of the Services or any other advice or Services
contemplated by this Agreement or the engagement of the Advisor
pursuant to, and the performance by such Advisor of the Services
contemplated by, this Agreement, and (ii) promptly reimburse the
Indemnified Party for Indemnified Liabilities as incurred, in
connection with the investigation of, preparation for or defense of
any pending or threatened claim or any action or proceeding arising
therefrom, whether or not such Indemnified Party is a party and
whether or not such claim, action or proceeding is initiated or
brought by or on behalf of the Company or Advisor and whether or
not resulting in any liability. If and to the extent that the
foregoing undertaking may be unenforceable for any reason, the
Company hereby agrees to make the maximum contribution to the
payment and satisfaction of each of the Indemnified Liabilities
that is permissible under applicable law.

 

7.2 Limitations on Indemnity;
Restrictions on Liability. The Company shall not be liable under the
indemnification contained in Section 7.1 hereof with
respect to the Indemnified Party to the extent that such
Indemnified Liabilities are found in a final non-appealable
judgment by a court of competent jurisdiction to have resulted
directly from the Indemnified Party’s willful misconduct. The
Company further agrees that no Indemnified Party shall have any
liability (whether direct or indirect, in contract, tort or
otherwise) to the Company, holders of its securities or its
creditors related to or arising out of the engagement of the
Advisor pursuant to, or the performance by the Advisor of the
Services contemplated by, this Agreement.

 

8. Notices. All notices, demands,
or other communications to be given or delivered under or by reason
of the provisions of this Agreement shall be in writing and
shall be deemed to have been given or made when (i) delivered
personally to the recipient, (ii) telecopied to the recipient
(with a hard copy sent to the recipient by reputable overnight
courier service (charges prepaid)) if telecopied before 5:00 p.m.
Eastern Standard Time on a business day, and otherwise on the next
business day, (iii) one (1) business day after being sent to
the recipient by reputable overnight courier service (charges
prepaid) or (iv) received via electronic mail by the recipient
if received via electronic mail before 5:00 p.m. Eastern Standard
Time on a business day, and otherwise on the next business day
after such receipt. Such notices, demands and other communications
shall be sent to the address for such recipient indicated below or
to such other address or to the attention of such other person as
the recipient party has specified by prior written notice to the
sending party.

 



Notices to the Advisor


 


Caribe
Plaza


25
Avenida Ponce de Leon, Suite 1201


San
Juan, Puerto Rico 00901


Attn:
Michael S. Weiss


msw@caribebio.com


 


Notices to the
Company:

 


2
Gansevoort Street, 9th Floor


New
York, NY 10014


Attn:
Sean Power


sp@tgtxinc.com



 







 






 

9. Severability. If any term,
provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, illegal, void or
unenforceable, the remainder of the terms, provisions, covenants
and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated,
and the Parties hereto shall use their best efforts to find and
employ an alternative means to achieve the same or substantially
the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be
the intention of the Parties that they would have executed the
remaining terms, provisions, covenants and restrictions without
including any such terms, provisions, covenants and restrictions
which may be hereafter declared invalid, illegal, void or
unenforceable.

 

10. Entire Agreement. This
Agreement contains the entire understanding of the Parties with
respect to the subject matter hereof and supersedes any prior
communication or agreement with respect thereto.

 

11. Counterparts. This Agreement
may be executed in multiple counterparts, and any Party may execute
any such counterpart, each of which when executed and delivered
will thereby be deemed to be an original and all of which
counterparts taken together will constitute one and the same
instrument. The delivery of this Agreement may be effected by means
of an exchange of facsimile or portable document format (.pdf)
signatures.

 

12. Amendments and Waiver. No
amendment or waiver of any term, provision or condition of this
Agreement will be effective, unless in writing and executed by both
the Company and the Advisor. No waiver on any one occasion will
extend to, effect or be construed as a waiver of any right or
remedy on any future occasion. No course of dealing of any person
nor any delay or omission in exercising any right or remedy will
constitute an amendment of this Agreement or a waiver of any right
or remedy of any Party hereto.

 

13. Successors and Assigns. All
covenants and agreements contained in this Agreement by or on
behalf of any of the Parties hereto will bind and inure to the
benefit of the respective successors and assigns of the Parties
hereto whether so expressed or not. Neither the Company nor the
Advisor may assign its rights or delegate its obligations hereunder
without the prior written consent of the other Party, which consent
shall not be unreasonably withheld; provided, that the Advisor may
assign this Agreement to any of its Affiliates.

 

14. Governing Law. This Agreement
shall be governed by and construed in accordance with the
substantive laws of the state of Delaware, without giving effect to
any choice of law or conflict of law provision or rule that would
cause the application of the laws of any jurisdiction other than
the state of Delaware.

 

15. Waiver of Jury Trial. To the
extent not prohibited by applicable law which cannot be waived,
each of the Parties hereto hereby waives, and covenants that it
will not assert (whether as plaintiff, defendant or otherwise), any
right to trial by jury in any forum in respect of any issue, claim,
demand, cause of action, action, suit or proceeding arising out of
or based upon this Agreement or the subject matter hereof, in each
case whether now existing or hereafter arising and whether in
contract or tort or otherwise. Any of the Parties hereto may file
an original counterpart or a copy of this Agreement with any court
as written evidence of the consent of each of the Parties hereto to
the waiver of its right to trial by jury.

 

16. No Strict Construction. The
Parties hereto have participated jointly in the negotiation and
drafting of this Agreement. In the event an ambiguity or question
of intent or interpretation arises, this Agreement will be
construed as if drafted jointly by the Parties hereto, and no
presumption or burden of proof will arise favoring or disfavoring
any Party by virtue of the authorship of any of the provisions of
this Agreement.

 

17. Headings; Interpretation. The
headings in this Agreement are for convenience and reference only
and shall not limit or otherwise affect the meaning hereof. The use
of the word “including” in this Agreement will be by
way of example rather than by limitation.

 


 

 


* * * *
* *

 




 


 












 






IN
WITNESS WHEREOF, the Parties hereto have executed this Strategic
Advisory Agreement as of the date first written above.

 


 

 





	
   
           
           
           
           
           
           
           
           
           
           
           
       CARIBE BIOADVISORS,
LLC


 


	
   
       


	
     
           
           
           
           
           
           
           
    By:  
/s/ Michael S. Weiss
                                                 
     



	
 

	
   
           
           
           
           
           
           
             
          
Michael S. Weiss


   
           
           
           
           
           
           
             
           Chief Executive
Officer







 

  

 



	
   
           
           
           
           
           
           
           
           
           
           
           
        TG THERAPEUTICS,
INC.

 


	
   
       


	
     
           
           
           
           
           
           
           
    By:  
/s/ Sean A. Power
                                                 
      



	
 

	
   
           
           
           
           
           
           
             
           Sean
A. Power


   
           
           
           
           
           
           
             
           Chief Financial
Officer











 


 


 


 




	
















 







 






 


Schedule
3.1 Annual Consulting Fee


 


 


	


Market Cap on the first day of any Calendar Quarter

	


Fee for that Calendar Quarter

	


Annual Management Fee


	

Below
$500M

	

$25,000

	

$100,000


	

$500M-$750M

	

$62,500

	

$250,000


	

$750M-$1B

	

$125,000

	

$500,000


	

$1B-$1.5B

	

$187,500

	

$750,000


	

$1.5-$3B

	

$250,000

	

$1,000,000


	

>$3B

	

$375,000

	

$1,500,000







 


 


 


 




	
 

	
 

	
 






 












 






 


Exhibit
A – Restricted Stock Grant and Terms of Vesting

 


Grant
Date: January 1, 2017

 


	


Shares


 

	


Vesting


 


	

860,000


 

	

Upon
achievement of a Market Capitalization of $375
million.


 


	

1,060,000


 

	

Upon
achievement of a Market Capitalization of $400
million.


	

700,000


 

	

Upon
achievement of a Market Capitalization of $450
million.


	

340,000


 

	

Upon
achievement of a Market Capitalization of $750
million.


	


2,960,000