Terms and Conditions for TG Therapeutics, Inc. Discount Program

• The TG Therapeutics, Inc. (“TGTX”) discount program (the “Program”) offers eligible customers (“Customers”) an up-front discounted purchase price (“Contract Price”) and the opportunity to receive rebates on purchases of BRIUMVI® (ublituximab-xiiy) (“Product”).

• To be evaluated for eligibility for the Program, Customer must have a valid Health Industry Number (HIN) and Drug Enforcement Administration (DEA) registration number with appropriate class of trade designation.

• Customer must be identified by a single tax identification number. In the instance of a multi-site practice, if each practice has a separate tax identification number, then each site must register separately in the Program. If all sites of the multi-site practice share the same tax identification number, then only one registration needs to be completed.

• In the event of a change in ownership, location or operations that may impact its tax identification number, Customer will provide TGTX with advance notice so that TGTX may evaluate Customer's continued participation in the Program. Failure to provide such notice shall grant TGTX the right to immediately terminate participation.

• TGTX has sole discretion to determine Customer eligibility for the Program. Eligible Customers may not assign their rights to participate in the Program to any third party.

• The Contract Price available to eligible Customers is a discount off the then-current average selling price, available at the time of purchase. Eligible Customers also may receive rebates on their Product purchases (“Rebates”). The Contract Price, Rebates, and Program-specific terms and conditions are at the sole discretion of TGTX. TGTX may change the Contract Price, Rebates, and terms and conditions at any time, upon written notice to Customers (which can be done via email).

• The details of the Program, including the Contract Price, Rebates, and the conditions for earning Rebates, will be communicated to Customers via email upon approval of registration into the Program.

• Customers must purchase Product from one of TGTX’s authorized specialty distributors or directly from TGTX through BRIUMVIdirect.

• Customers are under no obligation to purchase any minimum quantity of Product to receive the discounted Contract Price.

• Rebates may be conditioned on Product purchase volumes.

• Product purchased under the Program must be used only for clinically appropriate patients based on the needs of each patient. The discounts available under the Program are not intended to interfere with the independent professional judgment of any Customer healthcare professionals. All prescribing and treatment decisions must be solely those of the healthcare professionals making such decisions, who will exercise independent clinical judgment.

• Customers must purchase only that amount of Product that Customers reasonably require to meet the needs of their clinically appropriate patients, and Customers must take appropriate steps to ensure that Product purchases do not exceed reasonably projected patient demand.

• All Product purchased under the Program must be used for administration to Customer’s patients. Customer must not sell or transfer any Product purchased under the Program to any person or entity (e.g., a distributor or wholesaler, specialty pharmacy, infusion clinic, or hospital) for subsequent distribution or sale. If at any time TGTX determines that Customer has not used Product in accordance with the terms and conditions of the Program, (i) Customer shall refund the discount received pursuant to this Agreement to TGTX within thirty (30) days after receiving written notice from TGTX, and (ii) TGTX may remove Customer from participation in the Program.

• Customers must have and maintain all applicable federal, state, and local licenses or registrations necessary for the lawful handling, storage, dispensing and administration of Product.

• Customers must handle and store Product in a clean and orderly location in accordance with the requirements set forth in the Product labeling or as otherwise specified by TGTX.

• Customers must comply with all applicable federal, state, and local laws, policies and regulations governing and/or related to its Product purchases. The parties intend that the discounts and Rebates offered will comply with the Federal Anti-Kickback Statute, 42 U.S.C. § 1320a-7b(b) (the Federal “Anti-Kickback Statute”) and qualify for safe harbor protection under the regulatory safe harbor for discounts at 42 C.F.R. § 1001.952(h) (“Discount Safe Harbor”). Customers must comply with the disclosure provisions set forth in the Discount Safe Harbor and all other disclosure and reporting requirements set forth in applicable law. Customers must accurately and fully report and disclose the amount of, and the terms and conditions for earning, the discounts and Rebates payable and any other information that may be required to government programs and any other third party to the extent required by applicable law and contractual commitments undertaken by the Customer.

• Customer understands that the Program contains information concerning TGTX that is confidential or proprietary and the disclosure of which would cause irreparable injury to TGTX (“Confidential Information”). Customer shall not disclose Confidential Information to any person unless Customer received prior written authorization from TGTX. Customer shall not utilize the Confidential Information for any purpose other than the Program. Additionally, upon termination or expiration of Customer’s participation in the Program, Customer shall promptly return to TGTX all originals and copies of documents or other materials constituting or containing Confidential Information. Your obligations regarding the Confidential Information shall survive termination or expiration of the Program.

• TGTX warrants that Product will not, on the date of shipment to a TGTX authorized specialty distributor, be adulterated or misbranded within the meaning of the Federal Food, Drug, and Cosmetic Act (the “Act”), or within the meaning of any applicable state or municipal law in which the definitions of “adulteration” and “misbranding” are substantially the same as those contained in the Act, as such laws are effective at the time ofshipment, and will not be an article which may not, under the provisions of Sections 404 or 505 of the Act, be introduced into interstate commerce. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND MANUFACTURER EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY AND ANY IMPLIED WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE.

• TGTX has the right, in its sole discretion, to discontinue the manufacture, sale, or distribution of the Product at any time.

• TGTX reserves the right to rescind, revoke, or amend this Program without notice.

• The Program, these terms and conditions, and all Product purchases made pursuant to the Program shall be governed by the laws of the State of Delaware.