0001193125-21-111673 Sample Contracts

Rain Therapeutics Inc. Common Stock Underwriting Agreement
Underwriting Agreement • April 9th, 2021 • Rain Therapeutics Inc. • Pharmaceutical preparations • New York

Rain Therapeutics Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ 🌑 ] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [ 🌑 ] additional shares (the “Optional Shares”) of Common Stock (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

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EXCHANGE AGREEMENT
Exchange Agreement • April 9th, 2021 • Rain Therapeutics Inc. • Pharmaceutical preparations

THIS EXCHANGE AGREEMENT (this “Agreement”) is made as of April [●], 2021, by and among the investors listed on Exhibit A attached hereto (each an “Investor” and together, the “Investors”) and Rain Therapeutics Inc., a Delaware corporation (the “Company”).

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