8,925,000 Shares of Common Stock Neoleukin Therapeutics, Inc. UNDERWRITING AGREEMENT December 17, 2019Underwriting Agreement • December 19th, 2019 • Neoleukin Therapeutics, Inc. • Pharmaceutical preparations • New York
December 17, 2019 Jonathan G. Drachman, M.D. Chief Executive Officer Neoleukin Therapeutics, Inc. Seattle, WA 98109 Re: 3(a)(9) Exchange Agreement Dear Dr. Drachman:3(a)(9) Exchange Agreement • December 19th, 2019 • Neoleukin Therapeutics, Inc. • Pharmaceutical preparations • New York
This letter agreement (the “Agreement”) confirms the agreement of Neoleukin Therapeutics, Inc., a Delaware corporation (the “Company”), and the holders of the Common Stock listed on Schedule I attached hereto (each a “Holder” and collectively, the “Holders” and together, the Company and the Holders shall be referred to as the “Parties”), pursuant to which the Holders have agreed to exchange an aggregate of 7,907,939 shares of Common Stock, par value $0.000001 per share (the “Common Stock”) of the Company beneficially owned by the Holders plus any shares purchased by the Holders in the registered offering currently contemplated by the Company (the “Shares”) for one or more pre-funded warrants in the form attached hereto as Exhibit A (each a “Pre-funded Warrant”) to purchase an aggregate number shares of Common Stock equal to the number of Shares (the “Warrant Shares”) of the Company so exchanged, pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”
