X0508 4 2023-10-02 0 0001260990 Oncternal Therapeutics, Inc. ONCT 0001269341 VINCENT RICHARD G 12230 EL CAMINO REAL, SUITE 230 SAN DIEGO CA 92130 0 1 0 0 Chief Financial Officer 0 Stock Option 5.76 2023-10-02 4 D 0 75000 D 2029-09-12 Common Stock 75000 0 D Stock Option 3.33 2023-10-02 4 D 0 35120 D 2030-03-17 Common Stock 35120 0 D Stock Option 7.05 2023-10-02 4 D 0 280000 D 2031-02-11 Common Stock 280000 0 D Stock Option 1.94 2023-10-02 4 D 0 109579 D 2032-01-20 Common Stock 109579 0 D Stock Option 1.04 2023-10-02 4 D 0 28750 D 2032-07-28 Common Stock 28750 0 D Stock Option 0.96 2023-10-02 4 D 0 210000 D 2033-02-21 Common Stock 210000 0 D Stock Option 0.31 2023-10-02 4 A 0 75000 A 2029-09-12 Common Stock 75000 75000 D Stock Option 0.31 2023-10-02 4 A 0 35120 A 2030-03-17 Common Stock 35120 35120 D Stock Option 0.31 2023-10-02 4 A 0 280000 A 2031-02-11 Common Stock 280000 280000 D Stock Option 0.31 2023-10-02 4 A 0 109597 A 2032-01-20 Common Stock 109597 109597 D Stock Option 0.31 2023-10-02 4 A 0 28750 A 2032-07-28 Common Stock 28750 28750 D Stock Option 0.31 2023-10-02 4 A 0 210000 A 2033-02-21 Common Stock 210000 210000 D The shares subject to the option (the "Option Shares") are fully vested. On October 2, 2023, the Issuer repriced the option. Except as described further in footnotes 7 and 8, all other terms of the option remain unchanged. 25% of the Option Shares vested on February 11, 2022, and the remaining Option Shares vest in 36 equal monthly installments thereafter, subject to the recipient's continued service. 25% of the Option Shares vested on January 20, 2023, and the remaining Option Shares vest in 36 equal monthly installments thereafter, subject to the recipient's continued service. 50% of the Option Shares vested on July 3, 2023, and 50% of the Option Shares vest on January 3, 2024, subject to the recipient's continued service. All of the Option Shares vest in the event of a Change in Control (as defined in the Issuer's 2019 Incentive Award Plan). 25% of the Option Shares vest on February 21, 2024, and the remaining Option Shares vest in 36 equal monthly installments thereafter, subject to the recipient's continued service. The exercise price of the option is $0.31 per share, representing the fair market value per share of the common stock on the grant date; provided that the exercise price will be increased to the original exercise price before repricing if, prior to October 2, 2024: (i) recipient's employment or service terminates, other than due to death, disability, or circumstances giving rise to severance under the recipient's employment agreement (a "Qualifying Termination"); or (ii) the option is exercised. The exercise price of the option is $0.31 per share, representing the fair market value per share of the common stock on the grant date; provided that the exercise price will be increased to the original exercise price before repricing if, prior to April 2, 2025: (i) recipient's employment or service terminates, other than due to a Qualifying Termination; or (ii) the option is exercised. /s/Chase C. Leavitt, Attorney-in-fact 2023-10-04