And Warrants to Purchase up to 6,571,428 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 1st, 2019 • Leap Therapeutics, Inc. • Pharmaceutical preparations • New York
Leap Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of (i) 6,571,428 shares (the “Firm Shares”) of its Common Stock, par value $0.001 per share (the “Common Stock”) and (ii) warrants to purchase up to an aggregate of 6,571,428 shares of Common Stock on the terms and conditions set forth in the form of warrant attached as Exhibit A hereto (the “Firm Warrants,” and together with the Firm Shares, the “Firm Securities”). All of the Firm Securities are to be issued and sold by the Company. The respective amounts of the Firm Securities to be purchased by each of the several Underwriters are set forth on Schedule I hereto. In addition, the Company has agreed to sell to the Underwriters, upon the terms and conditions stated herein, up to an additional (i) 985,714 shares
