Common use of Form of Notice of Exercise Clause in Contracts

Form of Notice of Exercise. 1. The undersigned Holder hereby exercises its right to purchase ___________ shares of the Common Stock of Verastem, Inc. (the “Company”) in accordance with the attached Pre-Funded Warrant To Purchase Stock (the “Warrant”), and tenders payment of the aggregate Warrant Price for such shares as follows: ¨ Wire transfer of immediately available funds to the Company’s account ¨ Cashless Exercise pursuant to Section 1.2 of the Warrant ¨ Other [Describe] __________________________________________ 2. Please deliver to the Holder Shares in accordance with the terms of the Warrant. The Warrant Shares shall be delivered to the following DWAC Account Number:________________. 3. By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the exercise evidenced hereby the Holder will not beneficially own in excess of the number of shares of Common Stock (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) permitted to be owned under Section 1.7 of the Warrant to which this notice relates.

Form of Notice of Exercise. 1. The undersigned Holder hereby exercises its right to purchase ___________ shares of the Common Stock of Verastem, Inc. (the “Company”) in accordance with the attached Pre-Funded Warrant To Purchase Stock (the “Warrant”), and tenders payment of the aggregate Warrant Exercise Price for such shares as follows: ¨ [ ] Wire transfer of immediately available funds to the Company’s account ¨ [ ] Cashless Exercise pursuant to Section 1.2 of the Warrant ¨ [ ] Other [Describe] __________________________________________ 2. Please deliver to the Holder Shares in accordance with the terms of the Warrant. The Warrant Shares shall be delivered to the following DWAC Account Number:________________. 3. By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the exercise evidenced hereby the Holder will not beneficially own in excess of the number of shares of Common Stock (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) permitted to be owned under Section 1.7 of the Warrant to which this notice relates.