ContractWarrant Agreement • November 21st, 2017 • HealthCare Ventures IX, L.P. • Pharmaceutical preparations • New York
THIS WARRANT AND THE UNDERLYING SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.
VOTING AGREEMENTVoting Agreement • November 21st, 2017 • HealthCare Ventures IX, L.P. • Pharmaceutical preparations • Delaware
THIS VOTING AGREEMENT is made as of November 14, 2017 (the “Agreement”), by and among Leap Therapeutics, Inc., a Delaware corporation (the “Company”), and each of HealthCare Ventures VIII, L.P., HealthCare Ventures IX, L.P., and HealthCare Ventures Strategic Fund, L.P. (each, a “Stockholder”, and collectively, the “Stockholders”). Capitalized terms used in this Agreement without definition shall have the respective meanings ascribed to such terms in the Purchase Agreements (as defined below).
PURCHASE AGREEMENTPurchase Agreement • November 21st, 2017 • HealthCare Ventures IX, L.P. • Pharmaceutical preparations • New York
THIS PURCHASE AGREEMENT is made as of November 14, 2017 by and between Leap Therapeutics, Inc. (the “Company”), a corporation organized under the laws of the State of Delaware, with its principal offices at 47 Thorndike Street, Suite B1-1, Cambridge, Massachusetts 02141, and the purchaser whose name and address is set forth on the signature page hereof (the “Purchaser”).
JOINT FILING AGREEMENTJoint Filing Agreement • November 21st, 2017 • HealthCare Ventures IX, L.P. • Pharmaceutical preparations
This Joint Filing Agreement, dated as of November 21, 2017, is by and among HealthCare Ventures IX, L.P., HealthCare Partners IX, L.P., HealthCare Partners IX, LLC, Christopher K. Mirabelli, Ph.D., Augustine Lawlor and Douglas E. Onsi (collectively, the “Filers”).
RAYMOND JAMES & ASSOCIATES, INC. 277 Park Avenue, Suite 410 New York, New York 10172Placement Agency Agreement • November 21st, 2017 • HealthCare Ventures IX, L.P. • Pharmaceutical preparations • New York
The undersigned understands that you propose to enter into a placement agency agreement (the “Placement Agency Agreement”) with Leap Therapeutics, Inc., a Delaware corporation (the “Company”), providing for the offering (the “Offering”) by the Company of (i) shares (the “Shares”) of its common stock, par value $0.001 (the “Common Stock”), and (ii) warrants to purchase Common Stock (the “Warrants” and, together with the Shares, the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Placement Agency Agreement.
