SUPPORT AGREEMENTSupport Agreement • January 23rd, 2023 • Leap Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”), dated as of January 17, 2023, is made by and among Leap Therapeutics, Inc., a Delaware corporation (“Leap”), and HCV VIII Liquidating Trust (“Stockholder”).
AGREEMENT AND PLAN OF MERGER among: LEAP THERAPEUTICS, INC., a Delaware corporation; FIRE MERGER SUB, INC., a Delaware corporation; FLAME BIOSCIENCES LLC, a Delaware limited liability company; FLAME BIOSCIENCES, INC., a Delaware corporation, and...Agreement and Plan of Merger • January 23rd, 2023 • Leap Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of January 17, 2023, by and among LEAP THERAPEUTICS, INC., a Delaware corporation (“Parent”), FIRE MERGER SUB, INC., a Delaware corporation and wholly owned subsidiary of Parent (“First Merger Sub”), FLAME BIOSCIENCES LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Second Merger Sub” and together with First Merger Sub, “Merger Subs”), FLAME BIOSCIENCES, INC., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as the representative, agent and attorney-in-fact of the Company Stockholders and the Assumed Company Warrant Stockholders (the “Stockholder Representative”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 23rd, 2023 • Leap Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Registration Rights Agreement (this “Agreement”) is made as of January 17, 2023, by and among Leap Therapeutics, Inc., a Delaware corporation (the “Company”), and those persons that (i) as of the date of this Agreement become or have become entitled to receive Registrable Securities (as defined in Section 1 below) pursuant to, and in accordance with, the Merger Agreement (as defined below) and (ii) become parties to this Agreement by executing and delivering a counterpart signature page to this Agreement on the date of this Agreement or on any date thereafter (collectively, the “Holders”). Unless otherwise defined herein, capitalized terms used in this Agreement have the respective meanings ascribed to them in Section 1.
