EX-10.57





 Exhibit 10.57 

ONCTERNAL THERAPEUTICS, INC. 

2015 EQUITY INCENTIVE PLAN 

1.    Purpose. 

The purpose of the Plan is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract,
retain and motivate persons who make (or are expected to make) important contributions to the Company by providing such persons with equity ownership opportunities and thereby better aligning the interests of such persons with those of the
Company’s stockholders. Capitalized terms used in the Plan are defined in Section 11 below. 

2.    Eligibility.  

Service Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein. 

3.    Administration and Delegation. 

(a)    Administration. The Plan will be administered by the Administrator. The Administrator shall have authority to
determine which Service Providers will receive Awards, to grant Awards and to set all terms and conditions of Awards (including, but not limited to, vesting, exercise and forfeiture provisions). In addition, the Administrator shall have the
authority to take all actions and make all determinations contemplated by the Plan and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable. The Administrator may correct any
defect or ambiguity, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem necessary or appropriate to carry the Plan and any Awards into effect, as determined by the Administrator.
The Administrator shall make all determinations under the Plan in the Administrator’s sole discretion and all such determinations shall be final and binding on all persons having or claiming any interest in the Plan or in any Award. 

(b)    Appointment of Committees. To the extent permitted by Applicable Laws, the Board may delegate any or all of
its powers under the Plan to one or more Committees. The Board may abolish any Committee at any time and re-vest in itself any previously delegated authority. 

4.    Stock Available for Awards. 

(a)    Number of Shares. Subject to adjustment under Section 8 hereof, Awards may be made under the Plan
covering up to 2,000,000 shares of Common Stock. If any Award expires or lapses or is terminated, surrendered or canceled without having been fully exercised or is forfeited in whole or in part (including as the result of shares of Common Stock
subject to such Award being repurchased by the Company at or below the original issuance price), in any case in a manner that results in any shares of Common Stock covered by such Award not being issued or being so reacquired by the Company, the
unused Common Stock covered by such Award shall again be available for the grant of Awards under the Plan. Further, shares of Common Stock delivered (either by actual delivery or attestation) to the Company by a Participant to satisfy the applicable
exercise or purchase price of Award and/or to satisfy any applicable tax withholding obligation (including shares retained by the Company from the Award being exercised or purchased and/or creating the tax obligation) shall be added to the number of
shares of Common Stock available for the grant of Awards under the Plan. However, in the case of Incentive Stock Options (as hereinafter defined), the foregoing provisions shall be subject to any limitations under the Code. Shares of Common Stock
issued under the Plan may consist in whole or in part of authorized but unissued shares, shares purchased on the open market or treasury shares. 












 (b)    Substitute Awards. In connection with a merger or
consolidation of an entity with the Company or the acquisition by the Company of property or stock of an entity, the Administrator may grant Awards in substitution for any options or other stock or stock-based awards granted prior to such merger or
consolidation by such entity or an affiliate thereof. Substitute Awards may be granted on such terms as the Administrator deems appropriate in the circumstances, notwithstanding any limitations on Awards contained in the Plan. Substitute Awards
shall not count against the overall share limit set forth in Section 4(a) hereof, except as may be required by reason of Section 422 of the Code. 

5.    Stock Options. 

(a)    General. The Administrator may grant Options to any Service Provider, subject to the limitations on Incentive
Stock Options described below. The Administrator shall determine the number of shares of Common Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise of each Option,
including conditions relating to Applicable Laws, as it considers necessary or advisable. 
 (b)    Incentive Stock
Options. The Administrator may grant Options intended to qualify as Incentive Stock Options only to employees of the Company, any of the Company’s present or future “parent corporations” or “subsidiary corporations” as
defined in Sections 424(e) or (f) of the Code, respectively, and any other entities the employees of which are eligible to receive Incentive Stock Options under the Code. All Options intended to qualify as Incentive Stock Options shall be
subject to and shall be construed consistently with the requirements of Section 422 of the Code. Neither the Company nor the Administrator shall have any liability to a Participant, or any other party, (i) if an Option (or any part
thereof) which is intended to qualify as an Incentive Stock Option fails to qualify as an Incentive Stock Option or (ii) for any action or omission by the Administrator that causes an Option not to qualify as an Incentive Stock Option,
including without limitation, the conversion of an Incentive Stock Option to a Non-Qualified Stock Option or the grant of an Option intended as an Incentive Stock Option that fails to satisfy the requirements
under the Code applicable to an Incentive Stock Option. Any Option that is intended to qualify as an Incentive Stock Option, but fails to so qualify for any reason, including without limitation, the portion of any Option becoming exercisable in
excess of the $100,000 limitation described in Treasury Regulation Section 1.422-4, shall be treated as a Non-Qualified Stock Option for all purposes. 

(c)    Exercise Price. The Administrator shall establish the exercise price of each Option and specify the exercise
price in the applicable Award Agreement. The exercise price shall be not less than 100% of the Fair Market Value on the date the Option is granted. In the case of an Incentive Stock Option granted to an employee who, at the time of grant of the
Option, owns (or is treated as owning under Section 424 of the Code) stock representing more than 10% of the voting power of all classes of stock of the Company (or a “parent corporation” or “subsidiary corporation” thereof
within the meaning of Sections 424(e) or 424(f) of the Code, respectively), the per share exercise price shall be no less than 110% of the Fair Market Value on the date the Option is granted. 

(d)    Duration of Options. Each Option shall be exercisable at such times and subject to such terms and conditions
as the Administrator may specify in the applicable Award Agreement, provided that the term of any Option shall not exceed ten years. In the case of an Incentive Stock Option granted to an employee who, at the time of grant of the Option, owns (or is
treated as owning under Section 424 of the Code) stock representing more than 10% of the voting power of all classes of stock of the Company (or a “parent corporation” or “subsidiary corporation” thereof within the meaning
of Sections 424(e) or 424(f) of the Code, respectively), the term of the Option shall not exceed five years. 

  
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 (e)    Exercise of Option; Notification of Disposition. Options
may be exercised by delivery to the Company of a written notice of exercise, in a form approved by the Administrator (which may be an electronic form), signed by the person authorized to exercise the Option, together with payment in full (i) as
specified in Section 5(f) hereof for the number of shares for which the Option is exercised and (ii) as specified in Section 9(e) hereof for any applicable withholding taxes. Unless otherwise determined by the Administrator, an Option
may not be exercised for a fraction of a share of Common Stock. If an Option is designated as an Incentive Stock Option, the Participant shall give prompt notice to the Company of any disposition or other transfer of any shares of Common Stock
acquired from the Option if such disposition or transfer is made (i) within two years from the grant date with respect to such Option or (ii) within one year after the transfer of such shares to the Participant (other than any such
disposition made in connection with a Change in Control). Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by the
Participant in such disposition or other transfer. 
 (f)    Payment Upon Exercise. Common Stock purchased upon
the exercise of an Option granted under the Plan shall be paid for in cash or by check, payable to the order of the Company, or, to the extent permitted by the Administrator, by: 

(i)    (A) delivery of an irrevocable and unconditional undertaking by a broker acceptable to the Company
to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding, or (B) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to
the Company to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding; 

(ii)    delivery (either by actual delivery or attestation) of shares of Common Stock owned by the
Participant valued at their Fair Market Value, provided (A) such method of payment is then permitted under Applicable Laws, (B) such Common Stock, if acquired directly from the Company, was owned by the Participant for such minimum period
of time, if any, as may be established by the Company at any time, and (C) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements; 

(iii)    surrendering shares of Common Stock then issuable upon exercise of the Option valued at their Fair
Market Value on the date of exercise; 
 (iv)    delivery of a promissory note of the Participant to the
Company on terms determined by the Administrator; 
 (v)    delivery of property of any other kind which
constitutes good and valuable consideration as determined by the Administrator; or 
 (vi)    any
combination of the above permitted forms of payment (including cash or check). 
 (g)    Early Exercise of
Options. The Administrator may provide in the terms of an Award Agreement that the Service Provider may exercise an Option in whole or in part prior to the full vesting of the Option in exchange for unvested shares of Restricted Stock with
respect to any unvested portion of the Option so exercised. Shares of Restricted Stock acquired upon the exercise of any unvested portion of an Option shall be subject to such terms and conditions as the Administrator shall determine. 

  
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 6.     Restricted Stock; Restricted Stock Units.

 (a)    General. The Administrator may grant Restricted Stock, or the right to purchase Restricted Stock,
to any Service Provider, subject to the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant (or to require forfeiture of such shares if issued at no cost) in the
event that conditions specified by the Administrator in the applicable Award Agreement are not satisfied prior to the end of the applicable restriction period or periods established by the Administrator for such Award. In addition, the
Administrator may grant to Service Providers Restricted Stock Units, which may be subject to vesting and forfeiture conditions during applicable restriction period or periods, as set forth in an applicable Award Agreement. 

(b)     Terms and Conditions for All Restricted Stock and Restricted Stock Unit Awards. The Administrator
shall determine and set forth in the applicable Award Agreement the terms and conditions applicable to each Restricted Stock and Restricted Stock Unit Award, including the conditions for vesting and repurchase (or forfeiture) and the issue price, in
each case, if any.
 (c)    Additional Provisions Relating to Restricted Stock.

(i)    Dividends. Participants holding shares of Restricted Stock will be entitled to all
ordinary cash dividends paid with respect to such shares, unless otherwise provided by the Administrator in the applicable Award Agreement. In addition, unless otherwise provided by the Administrator, if any dividends or distributions are paid
in shares, or consist of a dividend or distribution to holders of Common Stock of property other than an ordinary cash dividend, the shares or other property will be subject to the same restrictions on transferability and forfeitability as the
shares of Restricted Stock with respect to which they were paid. Each dividend payment will be made as provided in the applicable Award Agreement, but in no event later than the end of the calendar year in which the dividends are paid to
stockholders of that class of stock or, if later, the 15th day of the third month following the later of (A) the date the dividends are paid to stockholders of that class of stock, and (B) the date the dividends are no longer subject to
forfeiture.
 (ii)    Stock Certificates. The Company may require that any stock certificates
issued in respect of shares of Restricted Stock be deposited in escrow by the Participant, together with a stock power endorsed in blank, with the Company (or its designee).

(d)    Additional Provisions Relating to Restricted Stock Units. 

(i)    Settlement. Upon the vesting of a Restricted Stock Unit, the Participant shall be
entitled to receive from the Company one share of Common Stock or an amount of cash or other property equal to the Fair Market Value of one share of Common Stock on the settlement date, as provided in the applicable Award Agreement. The
Administrator may provide that settlement of Restricted Stock Units shall occur upon or as soon as reasonably practicable after the vesting of the Restricted Stock Units or shall instead be deferred, on a mandatory basis or at the election of the
Participant, in a manner that complies with Section 409A.
 (ii)    Voting Rights. A
Participant shall have no voting rights with respect to any Restricted Stock Units unless and until shares are delivered in settlement thereof.

(iii)    Dividend Equivalents. To the extent provided by the Administrator, a grant of
Restricted Stock Units may provide a Participant with the right to receive Dividend Equivalents. Dividend Equivalents may be paid currently or credited to an account for the Participant, may be settled in cash and/or shares of Common Stock and
may be subject to the 

  
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same restrictions on transfer and forfeitability as the Restricted Stock Units with respect to which the Dividend Equivalents are paid, as determined by the Administrator, subject, in each case,
to such terms and conditions as the Administrator shall establish and set forth in the applicable Award Agreement. 

7.    Other Stock-Based Awards.  

Other Stock-Based Awards may be granted hereunder to Participants, including, without limitation, Awards entitling Participants to receive
shares of Common Stock to be delivered in the future. Such Other Stock-Based Awards shall also be available as a form of payment in the settlement of other Awards granted under the Plan, as stand-alone payments and/or as payment in lieu of
compensation to which a Participant is otherwise entitled. Other Stock-Based Awards may be paid in shares of Common Stock, cash or other property, as the Administrator shall determine. Subject to the provisions of the Plan, the
Administrator shall determine the terms and conditions of each Other Stock-Based Award, including any purchase price, transfer restrictions, vesting conditions and other terms and conditions applicable thereto, which shall be set forth in the
applicable Award Agreement. 
 8.    Adjustments for Changes in Common Stock and Certain Other
Events. 
 (a)    In the event that the Administrator determines that any dividend or other distribution
(whether in the form of cash, Common Stock, other securities, or other property), reorganization, merger, consolidation, combination, repurchase, recapitalization, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or
substantially all of the assets of the Company, or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transaction
or event, as determined by the Administrator, affects the Common Stock such that an adjustment is determined by the Administrator to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended by the
Company to be made available under the Plan or with respect to any Award, then the Administrator may, in such manner as it may deem equitable, adjust any or all of: 

(i)    the number and kind of shares of Common Stock (or other securities or property) with respect to
which Awards may be granted or awarded (including, but not limited to, adjustments of the limitations in Section 3 hereof on the maximum number and kind of shares which may be issued); 

(ii)    the number and kind of shares of Common Stock (or other securities or property) subject to
outstanding Awards; 
 (iii)    the grant or exercise price with respect to any Award; and 

(iv)    the terms and conditions of any Awards (including, without limitation, any applicable financial or
other performance “targets” specified in an Award Agreement). 

  
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 (b)    In the event of any transaction or event described in
Section 8(a) hereof (including without limitation any Change in Control) or any unusual or nonrecurring transaction or event affecting the Company or the financial statements of the Company, or any change in any Applicable Laws or accounting
principles, the Administrator, on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event and either automatically or upon the Participant’s
request, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to (i) prevent dilution or enlargement of the benefits or potential benefits intended
by the Company to be made available under the Plan or with respect to any Award granted or issued under the Plan, (ii) to facilitate such transaction or event or (iii) give effect to such changes in Applicable Laws or accounting
principles:  
 (i)    To provide for the cancellation of any such Award in exchange for either an
amount of cash or other property with a value equal to the amount that could have been obtained upon the exercise or settlement of such Award or realization of the Participant’s rights had such Award been currently exercisable, payable and
fully vested, as applicable; provided that, if the amount that could have been obtained upon the exercise or settlement of such Award or realization of the Participant’s rights, in any case, is equal to or less than zero, then such Award may be
terminated without payment; 
 (ii)    To provide that such Award shall vest and, to the extent
applicable, be exercisable as to all shares covered thereby, notwithstanding anything to the contrary in the Plan or the provisions of such Award; 

(iii)    To provide that such Award be assumed by the successor or survivor corporation, or a parent or
subsidiary thereof, or shall be substituted for by awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and applicable exercise or
purchase price, in all cases, as determined by the Administrator; 
 (iv)    To make adjustments in the
number and type of shares of Common Stock (or other securities or property) subject to outstanding Awards, and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Awards which may be
granted in the future; 
 (v)    To replace such Award with other rights or property selected by the
Administrator; and/or 
 (vi)    To provide that the Award will terminate and cannot vest, be exercised
or become payable after the applicable event. 
 (c)    Notwithstanding the provisions of Section 8(b) above, if a
Change in Control occurs and a Participant’s Awards are not continued, converted, assumed, or replaced with a substantially similar award by (i) the Company, or (ii) a successor entity or its parent or subsidiary (an
“Assumption”), and provided that the Participant has not had a Termination of Service, then the Administrator may provide that, immediately prior to the Change in Control, such Awards shall become fully vested, exercisable
and/or payable, as applicable, and all forfeiture, repurchase and other restrictions on such Awards shall lapse, in which case, such Awards shall be canceled upon the consummation of the Change in Control in exchange for the right to receive the
Change in Control consideration payable to other holders of Common Stock (A) which may be on such terms and conditions as apply generally to holders of Common Stock under the Change in Control documents (including, without limitation, any
escrow, earn-out or other deferred consideration provisions) or such other terms and conditions as the Administrator may provide, and (B) determined by reference to the number of shares subject to such
Awards and net of any applicable exercise price; provided that to the extent that any Awards constitute “nonqualified deferred compensation” that may not be paid upon the Change in Control under Section 409A without the imposition of
taxes thereon under Section 409A, the timing of such payments shall be governed by the applicable Award Agreement (subject to any deferred consideration provisions applicable under the Change in Control documents); and provided, further, that
if the amount to which a Participant would be entitled upon the settlement or exercise of such Award at the time of the Change in Control is equal to or less than zero, then such Award may be terminated without payment. The Administrator shall
determine whether an Assumption of an Award has occurred in connection with a Change in Control. 

  
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 (d)    In connection with the occurrence of any Equity Restructuring,
and notwithstanding anything to the contrary in this Section 8, the Administrator will equitably adjust each outstanding Award, which adjustments may include adjustments to the number and type of securities subject to each outstanding Award
and/or the exercise price or grant price thereof, if applicable, the grant of new Awards to Participants, and/or the making of a cash payment to Participants, as the Administrator deems appropriate to reflect such Equity Restructuring. The
adjustments provided under this Section 8(e) shall be nondiscretionary and shall be final and binding on the affected Participant and the Company; provided that whether an adjustment is equitable shall be determined by the Administrator. 

(e)    In the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or
other distribution (other than normal cash dividends) of Company assets to stockholders, or any other change affecting the shares of Common Stock or the share price of the Common Stock, including any Equity Restructuring, or if necessary to comply
with Applicable Laws or the Code, or for reasons of administrative convenience, the Administrator may, in its sole discretion, refuse to permit the exercise of any Award during a period of up to thirty days prior to the consummation of any such
transaction; provided, however, that in the event the vested portion of an Award is not exercisable on the date the Award would otherwise expire pursuant to the terms set forth in the Award Agreement governing such Award as a result of the
Administrator’s exercise of discretion pursuant to this Section 8(e), then the expiration of the Award shall be extended through the date that is thirty days following the date on which the Administrator first permits the Award to be
exercised (but in no event shall the expiration of the Award be extended beyond the tenth anniversary of the date of grant of such Award. 

(f)    Except as expressly provided in the Plan or pursuant to action of the Administrator under the Plan, no Participant
shall have any rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock of any class or any dissolution, liquidation, merger, or
consolidation of the Company or any other corporation. Except as expressly provided in the Plan or pursuant to action of the Administrator under the Plan, no issuance by the Company of shares of stock of any class, or securities convertible into
shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Common Stock subject to an Award or the grant or exercise price of any Award. The existence of the Plan, any Award
Agreements and the Awards granted hereunder shall not affect or restrict in any way the right or power of the Company to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company’s capital
structure or its business, (ii) any merger, consolidation dissolution or liquidation of the Company or sale of Company assets or (iii) any sale or issuance of securities, including without limitation, securities with rights superior to
those of the Common Stock or which are convertible into or exchangeable for Common Stock. The Administrator may treat Participants and Awards (or portions thereof) differently under this Section 8. 

9.    General Provisions Applicable to Awards.  

(a)    Transferability of Awards. Except as the Administrator may otherwise determine or provide in an Award
Agreement or otherwise, in any case in accordance with Applicable Laws, Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by
will or the laws of descent and distribution, and, during the life of the Participant, shall be exercisable only by the Participant. References to a Participant, to the extent relevant in the context, shall include references to authorized
transferees. 

  
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 (b)    Documentation. Each Award shall be evidenced in an Award
Agreement, which may be in such form (written, electronic or otherwise) as the Administrator shall determine. Each Award may contain terms and conditions in addition to those set forth in the Plan. 

(c)    Discretion. Except as otherwise provided by the Plan, each Award may be made alone or in addition or in
relation to any other Award. The terms of each Award to a Participant need not be identical, and the Administrator need not treat Participants or Awards (or portions thereof) uniformly. 

(d)    Termination of Status. The Administrator shall determine the effect on an Award of the disability, death,
retirement, authorized leave of absence or any other change or purported change in a Participant’s Service Provider status and the extent to which, and the period during which, the Participant, the Participant’s legal representative,
conservator, guardian or Designated Beneficiary may exercise rights under the Award, if applicable. 

(e)    Withholding. Each Participant shall pay to the Company, or make provision satisfactory to the Administrator
for payment of, any taxes required by law to be withheld in connection with Awards to such Participant no later than the date of the event creating the tax liability. Except as the Administrator may otherwise determine, all such payments shall be
made in cash or by certified check. Notwithstanding the foregoing, to the extent permitted by the Administrator, Participants may satisfy such tax obligations in whole or in part by delivery of shares of Common Stock, including shares retained from
the Award creating the tax obligation, valued at their Fair Market Value. The Company may, to the extent permitted by Applicable Laws, deduct any such tax obligations from any payment of any kind otherwise due to a Participant. 

(f)    Amendment of Award. The Administrator may amend, modify or terminate any outstanding Award, including but not
limited to, substituting therefor another Award of the same or a different type, changing the date of exercise or settlement, and converting an Incentive Stock Option to a Non-Qualified Stock Option. The
Participant’s consent to such action shall be required unless (i) the Administrator determines that the action, taking into account any related action, would not materially and adversely affect the Participant, or (ii) the change is
permitted under Section 8 and 10(f) hereof. 
 (g)    Conditions on Delivery of Stock. The Company will not
be obligated to deliver any shares of Common Stock pursuant to the Plan or to remove restrictions from shares previously delivered under the Plan until (i) all conditions of the Award have been met or removed to the satisfaction of the Company,
(ii) in the opinion of the Company’s counsel, all other legal matters in connection with the issuance and delivery of such shares have been satisfied, including any applicable securities laws and any applicable stock exchange or stock
market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Administrator deems necessary or appropriate to satisfy the requirements of any Applicable Laws. The
inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is determined by the Administrator to be necessary to the lawful issuance and sale of any securities hereunder, shall relieve the Company of
any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. 

(h)    Acceleration. The Administrator may at any time provide that any Award shall become immediately vested and/or
exercisable in full or in part, free of some or all restrictions or conditions, or otherwise realizable in full or in part, as the case may be. 

  
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 10.    Miscellaneous.  

(a)    No Right To Employment or Other Status. No person shall have any claim or right to be granted an Award, and
the grant of an Award shall not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its
relationship with a Participant free from any liability or claim under the Plan or any Award, except as expressly provided in an applicable Award Agreement. 

(b)    No Rights As Stockholder; Certificates. Subject to the provisions of the applicable Award Agreement, no
Participant or Designated Beneficiary shall have any rights as a stockholder with respect to any shares of Common Stock to be distributed with respect to an Award until becoming the record holder of such shares. Notwithstanding any other provision
of the Plan, unless otherwise determined by the Administrator or required by any Applicable Laws, the Company shall not be required to deliver to any Participant certificates evidencing shares of Common Stock issued in connection with any Award and
instead such shares of Common Stock may be recorded in the books of the Company (or, as applicable, its transfer agent or stock plan administrator). The Company may place legends on stock certificates issued under the Plan deemed necessary or
appropriate by the Administrator in order to comply with Applicable Laws. 
 (c)    Effective Date and Term of
Plan. The Plan shall become effective on the date on which it is adopted by the Board. No Awards shall be granted under the Plan after the completion of ten years from the earlier of (i) the date on which the Plan was adopted by the Board
or (ii) the date the Plan was approved by the Company’s stockholders, but Awards previously granted may extend beyond that date in accordance with the terms of the Plan. 

(d)    Amendment of Plan. The Administrator may amend, suspend or terminate the Plan or any portion thereof at any
time; provided that no amendment of the Plan shall materially and adversely affect any Award outstanding at the time of such amendment without the consent of the affected Participant. Awards outstanding under the Plan at the time of any suspension
or termination of the Plan shall continue to be governed in accordance with the terms of the Plan and the applicable Award Agreement, as in effect prior to such suspension or termination. The Board shall obtain stockholder approval of any Plan
amendment to the extent necessary to comply with Applicable Laws. 
 (e)    Provisions for Foreign
Participants. The Administrator may modify Awards granted to Participants who are foreign nationals or employed outside the United States or establish subplans or procedures under the Plan to address differences in laws, rules, regulations
or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters. 

(f)    Section 409A.

(i)    General. The Company intends that all Awards be structured in compliance with, or to satisfy
an exemption from, Section 409A, such that no adverse tax consequences, interest, or penalties under Section 409A apply in connection with any Awards. Notwithstanding anything herein or in any Award Agreement to the contrary, the
Administrator may, without a Participant’s prior consent, amend this Plan and/or Awards, adopt policies and procedures, or take any other actions (including amendments, policies, procedures and actions with retroactive effect) as are necessary
or appropriate to preserve the intended tax treatment of Awards under the Plan, including without limitation, any such actions intended to (A) exempt this Plan and/or any Award from the application of Section 409A, and/or (B) comply
with the requirements of Section 409A, including without limitation any such regulations, guidance, compliance programs and other interpretative authority that may be issued after the date of grant


  
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of any Award. The Company makes no representations or warranties as to the tax treatment of any Award under Section 409A or otherwise. The Company shall have no obligation under this
Section 10(f) or otherwise to take any action (whether or not described herein) to avoid the imposition of taxes, penalties or interest under Section 409A with respect to any Award and shall have no liability to any Participant or any
other person if any Award, compensation or other benefits under the Plan are determined to constitute non-compliant, “nonqualified deferred compensation” subject to the imposition of taxes, penalties
and/or interest under Section 409A. 
 (ii)    Separation from Service. With respect to any
Award that constitutes “nonqualified deferred compensation” under Section 409A, any payment or settlement of such Award that is to be made upon a termination of a Participant’s Service Provider relationship shall, to the extent
necessary to avoid the imposition of taxes under Section 409A, be made only upon the Participant’s “separation from service” (within the meaning of Section 409A), whether such “separation from service” occurs upon
or subsequent to the termination of the Participant’s Service Provider relationship. For purposes of any such provision of this Plan or any Award Agreement relating to any such payments or benefits, references to a “termination,”
“termination of employment” or like terms shall mean “separation from service.” 

(iii)    Payments to Specified Employees. Notwithstanding any contrary provision in the Plan or any
Award Agreement, any payment(s) of “nonqualified deferred compensation” that are otherwise required to be made under an Award to a “specified employee” (as defined under Section 409A and determined by the Administrator) as a
result of his or her “separation from service” shall, to the extent necessary to avoid the imposition of taxes under Code Section 409A(a)(2)(B)(i), be delayed until the expiration of the
six-month period immediately following such “separation from service” (or, if earlier, until the date of death of the specified employee) and shall instead be paid (in a manner set forth in the Award
agreement) on the day that immediately follows the end of such six-month period or as soon as administratively practicable thereafter (without interest). Any payments of “nonqualified deferred
compensation” under such Award that are, by their terms, payable more than six months following the Participant’s “separation from service” shall be paid at the time or times such payments are otherwise scheduled to be made. 

(g)    Limitations on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a
director, officer, other employee or agent of the Company will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss, liability, or expense incurred in connection with the Plan or any Award,
nor will such individual be personally liable with respect to the Plan because of any contract or other instrument he or she executes in his or her capacity as an Administrator, director, officer, other employee or agent of the Company. The
Company will indemnify and hold harmless each director, officer, other employee and agent of the Company to whom any duty or power relating to the administration or interpretation of the Plan has been or will be granted or delegated, against any
cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with the Administrator’s approval) arising out of any act or omission to act concerning this Plan unless arising out of such
person’s own fraud or bad faith.
 (h)    Lock-Up Period. The Company
may, at the request of any representative of the underwriters (the “Managing Underwriter”) or otherwise, in connection with any registration of the offering of any securities of the Company under the Securities Act, prohibit
Participants from, directly or indirectly, selling or otherwise transferring any shares of Common Stock or other securities of the Company during a period of up to one hundred eighty days following the effective date of a registration statement of
the Company filed under the Securities Act. 

  
 10 













 (i)    Right of First Refusal. 

(i)    Before any shares of Common Stock held by a Participant or any permitted transferee (each, a
“Holder”) may be sold, pledged, assigned, hypothecated, transferred, or otherwise disposed of (each, a “Transfer”), the Company or its assignee(s) shall have a right of first refusal to purchase the
shares of Common Stock proposed to be Transferred on the terms and conditions set forth in this Section 10(i) (the “Right of First Refusal”). In the event that the Company’s charter, bylaws and/or a
stockholders’ agreement applicable to the shares of Common Stock contain a right of first refusal with respect to the shares of Common Stock, such right of first refusal shall apply to the shares of Common Stock to the extent such provisions
are more restrictive than the Right of First Refusal set forth in this Section 10(i) and the Right of First Refusal set forth in this Section 10(i) shall not in any way restrict the operation of the Company’s charter, bylaws or the
operation of any applicable stockholders’ agreement. 
 (ii)    In the event any Holder desires to
Transfer any shares of Common Stock, the Holder shall deliver to the Company a written notice (the “Notice”) stating: (A) the Holder’s bona fide intention to sell or otherwise Transfer such shares of Common Stock;
(B) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (C) the number of shares of Common Stock to be Transferred to each Proposed Transferee; and (D) the price for which the
Holder proposes to Transfer the shares of Common Stock (the “Offered Price”), and the Holder shall offer such shares of Common Stock at the Offered Price to the Company or its assignee(s). 

(iii)    Within twenty-five days after receipt of the Notice, the Company and/or its assignee(s) may elect
in writing to purchase all, but not less than all, of the shares of Common Stock proposed to be Transferred to any one or more of the Proposed Transferees by delivery of a written exercise notice to the Holder (a “Company
Notice”). The purchase price (“Purchase Price”) for the shares of Common Stock repurchased under this Section 10(i) shall be the Offered Price. 

(iv)    Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in
cash (by check or wire transfer), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof, within five days after
delivery of the Company Notice or in the manner and at the times mutually agreed to by the Company and the Holder. Should the Offered Price specified in the Notice be payable in property other than cash, the Company or its assignee shall have the
right to pay the purchase price in the form of cash equal in amount to the value of such property, as determined by the Administrator. 

(v)    If all or a portion of the shares of Common Stock proposed in the Notice to be Transferred are not
purchased by the Company and/or its assignee(s) as provided in this Section 10(i), then the Holder may sell or otherwise Transfer such shares of Common Stock to that Proposed Transferee at the Offered Price or at a higher price; provided that
such sale or other Transfer is consummated within sixty days after the date of the Notice; and provided, further, that any such sale or other Transfer is effected in accordance with any Applicable Laws and the Proposed Transferee agrees in writing
that the provisions of this Plan and the applicable Award Agreement and any other applicable agreements governing the shares of Common Stock to be Transferred shall continue to apply to the shares of Common Stock in the hands of such Proposed
Transferee. If the shares of Common Stock described in the Notice are not Transferred to the Proposed Transferee within such sixty-day period, a new Notice shall be given to the Company, and the Company and/or
its assignees shall again be offered the Right of First Refusal, as provided herein, before any shares of Common Stock held by the Holder may be sold or otherwise Transferred. 

  
 11 













 (vi)    Anything to the contrary contained in this
Section 10(i) notwithstanding and to the extent permitted by the Administrator, the Transfer of any or all of the shares of Common Stock during a Participant’s lifetime or upon a Participant’s death by will or intestacy to the
Participant’s Immediate Family or a trust for the benefit of the Participant’s Immediate Family shall be exempt from the Right of First Refusal. As used herein, “Immediate Family” shall mean spouse, lineal
descendant or antecedent, father, mother, brother or sister or stepchild (whether or not adopted). In such case, the transferee or other recipient shall receive and hold the shares of Common Stock so Transferred subject to the provisions of this
Plan (including the Right of First Refusal), the applicable Award Agreement and any other applicable agreements governing the shares of Common Stock to be Transferred, and there shall be no further Transfer of such shares of Common Stock except in
accordance with the terms of this Section 10(i) (or otherwise as expressly provided under the Plan). 

(vii)    The Right of First Refusal shall terminate as to all shares of Common Stock if the Company becomes
a Publicly Listed Company upon such occurrence. 
 (j)    Data Privacy. As a condition of receipt of any Award,
each Participant explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of personal data as described in this paragraph by and among, as applicable, the Company and its subsidiaries and affiliates for
the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Company and its subsidiaries and affiliates may hold certain personal information about a Participant, including but not limited
to, the Participant’s name, home address and telephone number, date of birth, social security or insurance number or other identification number, salary, nationality, job title(s), any shares of stock held in the Company or any of its
subsidiaries and affiliates, details of all Awards, in each case, for the purpose of implementing, managing and administering the Plan and Awards (the “Data”). The Company and its subsidiaries and affiliates may transfer the
Data amongst themselves as necessary for the purpose of implementation, administration and management of a Participant’s participation in the Plan, and the Company and its subsidiaries and affiliates may each further transfer the Data to any
third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the Participant’s country, or elsewhere, and the Participant’s country may have different data privacy
laws and protections than the recipients’ country. Through acceptance of an Award, each Participant authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of
implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Company or the Participant may elect to
deposit any shares of Common Stock. The Data related to a Participant will be held only as long as is necessary to implement, administer, and manage the Participant’s participation in the Plan. A Participant may, at any time, view the Data held
by the Company with respect to such Participant, request additional information about the storage and processing of the Data with respect to such Participant, recommend any necessary corrections to the Data with respect to the Participant or refuse
or withdraw the consents herein in writing, in any case without cost, by contacting his or her local human resources representative. The Company may cancel Participant’s ability to participate in the Plan and, in the Administrator’s
discretion, the Participant may forfeit any outstanding Awards if the Participant refuses or withdraws his or her consents as described herein. For more information on the consequences of refusal to consent or withdrawal of consent, Participants may
contact their local human resources representative. 
 (k)    Severability. In the event any portion of the Plan
or any action taken pursuant thereto shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provisions
had not been included, and the illegal or invalid action shall be null and void. 

  
 12 













 (l)    Governing Documents. In the event of any contradiction
between the Plan and any Award Agreement or any other written agreement between a Participant and the Company or any Subsidiary of the Company that has been approved by the Administrator, the terms of the Plan shall govern, unless it is expressly
specified in such Award Agreement or other written document that a specific provision of the Plan shall not apply. 

(m)    Governing Law. The provisions of the Plan and all Awards made hereunder shall be governed by and
interpreted in accordance with the laws of the State of Delaware, disregarding choice-of-law principles of the law of any state that would require the application of the
laws of a jurisdiction other than such state. 
 (n)    Restrictions on Shares; Claw-Back Provisions.
Shares of Common Stock acquired in respect of Awards shall be subject to such terms and conditions as the Administrator shall determine, including, without limitation, restrictions on the transferability of shares of Common Stock, the right of the
Company to repurchase shares of Common Stock, the right of the Company to require that shares of Common Stock be transferred in the event of certain transactions, tag-along rights, bring-along rights,
redemption and co-sale rights and voting requirements. Such terms and conditions may be additional to those contained in the Plan and may, as determined by the Administrator, be contained in the applicable
Award Agreement or in an exercise notice, stockholders’ agreement or in such other agreement as the Administrator shall determine, in each case in a form determined by the Administrator. The issuance of such shares of Common Stock shall be
conditioned on the Participant’s consent to such terms and conditions and the Participant’s entering into such agreement or agreements. All Awards (including any proceeds, gains or other economic benefit actually or constructively received
by Participant upon any receipt or exercise of any Award or upon the receipt or resale of any shares of Common Stock underlying the Award) shall be subject to the provisions of any claw-back policy implemented by the Company, including, without
limitation, any claw-back policy adopted to comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder, to the extent set forth in such claw-back policy and/or in
the applicable Award Agreement. Notwithstanding the foregoing, it shall be a condition to the issuance of any shares of Common Stock pursuant to an Award under this Plan that the Participant shall agree in writing to be bound by the terms and
conditions of, and become a party to, any stockholders’ agreement of the Company. 
 (o)    Titles and
Headings. The titles and headings of the Sections in the Plan are for convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. 

(p)    Conformity to Securities Laws. Participant acknowledges that the Plan is intended to conform to the extent
necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, and state securities laws and regulations. Notwithstanding anything
herein to the contrary, the Plan and all Awards granted hereunder shall be administered only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by Applicable Laws, the Plan and all Award Agreements shall be
deemed amended to the extent necessary to conform to such laws, rules and regulations. 

11.    Definitions. As used in the Plan, the following words and phrases shall have the following
meanings: 
 (a)    “Administrator” means the Board or a Committee to the extent that the
Board’s powers or authority under the Plan have been delegated to such Committee. 

  
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 (b)    “Applicable Laws” means the requirements
relating to the administration of equity incentive plans under U.S. federal and state securities, tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or quotation system on which the Common Stock is
listed or quoted and the applicable laws and rules of any foreign country or other jurisdiction where Awards are granted or issued under the Plan. 

(c)     “Award” means, individually or collectively, a grant under the Plan of Options,
Restricted Stock, Restricted Stock Units or Other Stock-Based Awards. 
 (d)    “Award
Agreement” means a written agreement evidencing an Award, which agreements may be in electronic medium and shall contain such terms and conditions with respect to an Award as the Administrator shall determine, consistent with and
subject to the terms and conditions of the Plan. 
 (e)    “Board” means the Board of
Directors of the Company. 
 (f)    “Cause,” with respect to a Participant, means
“Cause” (or any term of similar effect) as defined in such Participant’s employment agreement with the Company if such an agreement exists and contains a definition of Cause (or term of similar effect), or, if no such agreement exists
or such agreement does not contain a definition of Cause (or term of similar effect), then Cause shall include, but not be limited to: (i) the Participant’s unauthorized use or disclosure of confidential information or trade secrets of the
Company or any material breach of a written agreement between the Participant and the Company, including without limitation a material breach of any employment, confidentiality, non-compete, non-solicit or similar agreement; (ii) the Participant’s commission of, indictment for or the entry of a plea of guilty or nolo contendere by the Participant to, a felony under the laws of the
United States or any state thereof or any crime involving dishonesty or moral turpitude (or any similar crime in any jurisdiction outside the United States); (iii) the Participant’s gross negligence or willful misconduct or the
Participant’s willful or repeated failure or refusal to substantially perform assigned duties; (iv) any act of fraud, embezzlement, material misappropriation or dishonesty committed by the Participant against the Company; or (v) any
acts, omissions or statements by a Participant which the Company reasonably determines to be materially detrimental or damaging to the reputation, operations, prospects or business relations of the Company. 

(g)     “Change in Control” means (i) a merger or consolidation of the Company with or into
any other corporation or other entity or person, (ii) a sale, lease, exchange or other transfer in one transaction or a series of related transactions of all or substantially all of the Company’s assets, or (iii) any other
transaction, including the sale by the Company of new shares of its capital stock or a transfer of existing shares of capital stock of the Company, the result of which is that a third party that is not an affiliate of the Company or its stockholders
(or a group of third parties not affiliated with the Company or its stockholders) immediately prior to such transaction acquires or holds capital stock of the Company representing a majority of the Company’s outstanding voting power immediately
following such transaction; provided that the following events shall not constitute a “Change in Control”: (A) a transaction (other than a sale of all or substantially all of the Company’s assets) in which the holders of the voting
securities of the Company immediately prior to the merger or consolidation hold, directly or indirectly, at least a majority of the voting securities in the successor corporation or its parent immediately after the merger or consolidation;
(B) a sale, lease, exchange or other transaction in one transaction or a series of related transactions of all or substantially all of the Company’s assets to an affiliate of the Company; (C) an initial public offering of any of the
Company’s securities; (D) a reincorporation of the Company solely to change its jurisdiction; or (E) a transaction undertaken for the primary purpose of creating a holding company that will be owned in substantially the same
proportion by the persons who held the Company’s securities immediately before such transaction. Notwithstanding the foregoing, if a Change in Control would give rise to a payment or settlement event with respect to any


  
 14 













 
Award that constitutes “nonqualified deferred compensation,” the transaction or event constituting the Change in Control must also constitute a “change in control event” (as
defined in Treasury Regulation §1.409A-3(i)(5)) in order to give rise to the payment or settlement event for such Award, to the extent required by Section 409A. 

(h)    “Code” means the Internal Revenue Code of 1986, as amended, and the regulations
issued thereunder. 
 (i)    “Committee” means one or more committees or subcommittees of
the Board, which may be comprised of one or more directors and/or executive officers of the Company, in either case, to the extent permitted in accordance with Applicable Laws. 

(j)    “Common Stock” means the common stock of the Company.  

(k)    “Company” means Oncternal Therapeutics, Inc., a Delaware corporation, or any
successor thereto. Except where the context otherwise requires, the term “Company” includes any of the Company’s present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Code and any
other business venture (including, without limitation, joint venture or limited liability company) in which the Company has a significant interest, as determined by the Administrator. 

(l)    “Consultant” means any person, including any advisor, engaged by the Company
or a parent or subsidiary of the Company to render services to such entity. 
 (m)    “Designated
Beneficiary” means the beneficiary or beneficiaries designated, in a manner determined by the Administrator, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant’s
death or incapacity    In the absence of an effective designation by a Participant, “Designated Beneficiary” shall mean the Participant’s estate. 

(n)    “Director” means a member of the Board. 

(o)    “Disability” means a permanent and total disability within the meaning of
Section 22(e)(3) of the Code, as it may be amended from time to time. 
 (p)    “Dividend
Equivalents” means a right granted to a Participant pursuant to Section 6(d)(3) hereof to receive the equivalent value (in cash or shares of Common Stock) of dividends paid on shares of Common Stock. 

(q)    “Employee” means any person, including officers and Directors, employed by the Company
(within the meaning of Section 3401(c) of the Code) or any parent or subsidiary of the Company. 

(r)    “Equity Restructuring” means, as determined by the Administrator, a non-reciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off or recapitalization through a large, nonrecurring cash
dividend, that affects the shares of Common Stock (or other securities of the Company) or the share price of Common Stock (or other securities of the Company) and causes a change in the per share value of the Common Stock underlying outstanding
Awards. 
 (s)    “Exchange Act” means the Securities Exchange Act of 1934, as
amended. 

  
 15 













 (t)    “Fair Market Value” means, as of
any date, the value of Stock determined as follows: (i) if the Common Stock is listed on any established stock exchange, its Fair Market Value shall be the closing sales price for such Common Stock as quoted on such exchange for such date, or
if no sale occurred on such date, the first market trading day immediately prior to such date during which a sale occurred, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; (ii) if the
Common Stock is not traded on a stock exchange but is quoted on a national market or other quotation system, the last sales price on such date, or if no sales occurred on such date, then on the date immediately prior to such date on which sales
prices are reported, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or (iii) in the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined by
the Administrator. 
 (u)    “Good Reason” shall mean (a) a change in the Participant’s
position with the Company (or its subsidiary employing the Participant) that materially reduces the Participant’s authority, duties or responsibilities, (b) a material diminution in the Participant’s level of base compensation, except
in connection with a general reduction in the base compensation of the Company’s personnel with similar status and responsibilities or (c) a relocation of the Participant’s place of employment by more than 50 miles, provided that such
change, reduction or relocation is effected by the Company (or its subsidiary employing the Participant) without the Participant’s consent. Notwithstanding the foregoing, Good Reason shall only exist if Participant shall have provided the
Company with written notice within sixty (60) days of the initial occurrence of any of the foregoing events or conditions, and the Company or any successor or affiliate fails to eliminate the conditions constituting Good Reason within thirty
(30) days after receipt of written notice of such event or condition from Participant. Participant’s resignation from employment with the Company for “Good Reason” must occur within six (6) months following the initial
occurrence of one of the foregoing events or conditions. Notwithstanding the foregoing, if Participant is a party to a written employment or consulting agreement with the Company (or its subsidiary) in which the term “good reason” is
defined, then “Good Reason” shall be as such term is defined in the applicable written employment or consulting agreement. 

(v)    “Incentive Stock Option” means an “incentive stock option” as defined in
Section 422 of the Code. 
 (w)    “Non-Qualified Stock
Option” means an Option that is not intended to be or otherwise does not qualify as an Incentive Stock Option. 

(x)    “Option” means an option to purchase Common Stock. 

(y)    “Other Stock-Based Awards” means other Awards of shares of Common Stock, and other
Awards that are valued in whole or in part by reference to, or are otherwise based on, shares of Common Stock or other property. 

(z)    “Participant” means a Service Provider who has been granted an Award under the
Plan. 
 (aa)    “Plan” means this 2015 Equity Incentive Plan. 

(bb)    “Publicly Listed Company” means that the Company or its successor (i) is required to
file periodic reports pursuant to Section 12 of the Exchange Act and (ii) the Common Stock is listed on one or more National Securities Exchanges (within the meaning of the Exchange Act) or is quoted on NASDAQ or a successor quotation
system. 
 (cc)    “Restricted Stock” means Common Stock awarded to a Participant pursuant
to Section 6 hereof that is subject to certain vesting conditions and other restrictions. 

  
 16 













 (dd)    “Restricted Stock Unit” means an
unfunded, unsecured right to receive, on the applicable settlement date, one share of Common Stock or an amount in cash or other consideration determined by the Administrator equal to the value thereof as of such payment date, which right may be
subject to certain vesting conditions and other restrictions. 

(ee)    “Section 409A” means Section 409A of the Code
and all regulations, guidance, compliance programs and other interpretative authority thereunder. 

(ff)    “Securities Act” means the Securities Act of 1933, as amended from time to time. 

(gg)    “Service Provider” means an Employee, Consultant or Director. 

(hh)    “Termination of Service” means the date the Participant ceases to be a Service
Provider. 

  
 17 













 ONCTERNAL THERAPEUTICS, INC. 

2015 EQUITY INCENTIVE PLAN 

CALIFORNIA SUPPLEMENT 

The Administrator has adopted this supplement for purposes of satisfying the requirements of Section 25102(o) of the California
Corporations Code and the regulations issued thereunder (“Section 25102(o)”). Notwithstanding anything to the contrary contained in the Plan and except as otherwise determined by the
Administrator, the provisions set forth in this supplement shall apply to all Awards granted under the Plan to a Participant who is a resident of the State of California on the date of grant (a “California Participant”) and
which are intended to be exempt from registration in California pursuant to Section 25102(o). This supplement shall not apply to Awards granted to California Participants or after the date on which the Company becomes a Publicly Listed Company.
Definitions in the Plan are applicable to this supplement. 
 1.    Additional Limitations On Options.
 
 (a)    Maximum Duration of Options. No Options granted to California Participants will be granted for
a term in excess of 10 years. 
 (b)    Minimum Exercise Period Following Termination. Unless a
California Participant’s Service Provider relationship is terminated for Cause, in the event of termination of such Participant’s Service Provider relationship, to the extent required by Applicable Laws, he or she shall have the right to
exercise an Option, to the extent that he or she was otherwise entitled to exercise such Option on the date employment terminated, as follows: (i) at least six months from the date of termination, if termination was caused by such
Participant’s death or Disability and (ii) at least 30 days from the date of termination, if termination was caused other than by such Participant’s death or Disability. 

2.    Additional Limitations For Restricted Stock Awards, Restricted Stock Units and Other Stock-Based
Awards. The terms of all Restricted Stock Awards, Restricted Stock Units and Other Stock-Based Awards granted to California Participants shall comply, to the extent applicable, with Section 260.140.41 or
Section 260.140.42 of the California Code of Regulations. 
 3.    Adjustments. The Administrator
will make such adjustments to an Award held by a California Participant as may be required by Section 260.140.41 or Section 260.140.42 of the California Code of Regulations. 

4.    Additional Requirement To Provide Information To California Participants. To the extent
required by Section 260.140.46 of the California Code of Regulations, the Company shall provide to each California Participant and to each California Participant who acquires Common Stock pursuant to the Plan, not less frequently than annually,
copies of annual financial statements (which need not be audited). The Company shall not be required to provide such statements to key persons whose duties in connection with the Company assure their access to equivalent information. In addition,
this information requirement shall not apply to the Plan to the extent that it complies with all conditions of Rule 701 of the Securities Act (“Rule 701”) as determined by the Administrator; provided that for purposes of
determining such compliance, any registered domestic partner shall be considered a “family member” as that term is defined in Rule 701. 

  
 CS-1 













 5.    Stockholder Approval; Additional Limitations On Timing Of
Awards. The Plan will be submitted for the approval of the Company’s stockholders within twelve (12) months after the date of the Board’s adoption of the Plan. Awards may be granted or awarded prior to such
stockholder approval; provided that no Award granted to a California Participant shall become exercisable, vested or realizable, as applicable to such Award, unless the Plan has been approved by the Company’s stockholders within
twelve months before or after the date the Plan was adopted by the Administrator; and provided, further, that if such approval has not been obtained at the end of said twelve-month period, all Awards previously granted or awarded under the Plan
to California Participants shall thereupon be canceled and become null and void. 

  
 CS-2 













 AMENDMENT NO. 1 

TO THE 
 TOKALAS, INC.
2015 EQUITY INCENTIVE PLAN 
 THIS AMENDMENT NO. 1 TO THE TOKALAS, INC. 2015 EQUITY INCENTIVE PLAN (this
“Amendment”), is made and adopted by TOKALAS, INC., a Delaware corporation (the “Company”), effective as of immediately following the closing of the transactions contemplated by that certain Agreement
and Plan of Merger, by and among Tokalas, Inc., Oncternal Merger Sub, Inc. and Oncternal Therapeutics, Inc. (the “Effective Time”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to
them in the Plan (as defined below). 
 RECITALS 

WHEREAS, the Company has adopted the Tokalas, Inc. 2015 Equity Incentive Plan (the “Plan”); 

WHEREAS, the Company desires to amend the Plan as set forth below; 

WHEREAS, pursuant to Section 10(d) of the Plan, the Plan may be amended by the Board of Directors of the Company; and 

WHEREAS, the Board of Directors of the Company has approved this Amendment pursuant to resolutions adopted on May 11, 2016, and the
stockholders of the Company have approved this Amendment pursuant to resolutions adopted on May 26, 2016, to be effective as of the Effective Time. 

NOW, THEREFORE, in consideration of the foregoing, the Company hereby amends the Plan as follows: 

 

	 	1.	 The title of the Plan shall be changed to “ONCTERNAL THERAPEUTICS, INC. 2015 EQUITY INCENTIVE PLAN”
and all references to “the Company” within the Plan shall refer to Oncternal Therapeutics, Inc. 


  

	 	2.	 The title of the California supplement attached to the Plan shall be changed to “ONCTERNAL THERAPEUTICS,
INC. 2015 EQUITY INCENTIVE PLAN CALIFORNIA SUPPLEMENT” and all references to “the Company” within the California supplement shall refer to Oncternal Therapeutics, Inc. 



 

	 	3.	 The first sentence of Section 4(a) of the Plan is hereby amended to read as follows:



 “(a)    Number of Shares. Subject to adjustment under Section 8
hereof, Awards may be made under the Plan covering up to 3,000,000 shares of Common Stock.”  
 2.    This
Amendment shall be and is hereby incorporated in and forms a part of the Plan. All other terms and provisions of the Plan shall remain unchanged except as specifically modified herein. The Plan, as amended by this Amendment, is hereby ratified and
confirmed. 
 I hereby certify that the foregoing Amendment was duly adopted by the Board of Directors of Tokalas, Inc. on May 11,
2016, and duly approved by the stockholders of Tokalas, Inc. on May 26, 2016, to be effective as of the Effective Time. 
  

			
	
		
	By:	 	 /s/ Scott L. Glenn

	Name:  Scott L. Glenn
	Title:    Secretary














 AMENDMENT NO. 2 

TO THE 
 ONCTERNAL
THERAPEUTICS, INC. 2015 EQUITY INCENTIVE PLAN 
 THIS AMENDMENT NO. 2 TO THE ONCTERNAL THERAPEUTICS, INC. 2015 EQUITY INCENTIVE PLAN
(this “Amendment”), dated as of September 21, 2018, is made and adopted by ONCTERNAL THERAPEUTICS, INC., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to them in the Plan (as defined below). 
 RECITALS 

WHEREAS, the Company has adopted the Oncternal Therapeutics, Inc. 2015 Equity Incentive Plan (as amended, the “Plan”);

 WHEREAS, the Company desires to amend the Plan as set forth below; 

WHEREAS, pursuant to Section 10(d) of the Plan, the Plan may be amended by the Board of Directors of the Company; and 

WHEREAS, the Board of Directors of the Company has approved this Amendment pursuant to resolutions adopted on September 21, 2018, and the
stockholders of the Company have approved this Amendment pursuant to resolutions adopted on September 21, 2018. 
 NOW, THEREFORE, in
consideration of the foregoing, the Company hereby amends the Plan as follows: 
 1.    The first sentence of
Section 4(a) of the Plan is hereby amended to read as follows: 
 “(a)    Number of
Shares. Subject to adjustment under Section 8 hereof, Awards may be made under the Plan covering up to 8,600,000 shares of Common Stock.”  

2.    This Amendment shall be and is hereby incorporated in and forms a part of the Plan. All other terms and provisions of
the Plan shall remain unchanged except as specifically modified herein. The Plan, as amended by this Amendment, is hereby ratified and confirmed. 

[Remainder of Page Intentionally Left Blank] 












 I hereby certify that the foregoing Amendment was duly adopted by the Board of Directors of
the Company on September 21, 2018, and duly approved by the stockholders of the Company on September 21, 2018. 
  

			
	
		
	By:	 	 /s/ Richard G. Vincent

	Name:  Richard G. Vincent
	Title:    Secretary



  
 22