RAIN THERAPEUTICS, INC. FIRST AMENDMENT TO UNDERWRITING AGREEMENTUnderwriting Agreement • November 7th, 2022 • Rain Therapeutics Inc. • Pharmaceutical preparations
This letter serves as an amendment (the “First Amendment”) to the Underwriting Agreement (the “Underwriting Agreement”), dated November 3, 2022, by and between Rain Therapeutics, Inc., a Delaware corporation (the “Company”) and Guggenheim Securities, LLC, acting as the representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters,” or each, an “Underwriter”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Underwriting Agreement.
6,861,080 Shares of Common Stock 1,715,250 Shares of Non-Voting Common Stock RAIN THERAPEUTICS INC. UNDERWRITING AGREEMENTLetter Agreement • November 7th, 2022 • Rain Therapeutics Inc. • Pharmaceutical preparations • New York
Rain Therapeutics Inc., a corporation organized and existing under the laws of the State of Delaware (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 8,576,330 shares (the “Firm Shares”), which comprise (i) 6,861,080 shares of its voting common stock, par value $0.001 per share (the “Voting Common Stock”) and (ii) 1,715,250 shares of its non-voting common stock, par value $0.001 per share (the “Non-Voting Common Stock” and, together with the Voting Stock, the “Common Stock”). The Company also proposes to issue and sell to the several Underwriters up to an additional 1,286,449 shares (the “Additional Shares”) of Voting Common Stock at the option of the Underwriters as provided in Section 2(c) below. The Firm Shares and any Additional Shares purchased by the Underwriters are referred to herein as the “Shares.” Guggenheim Securities, LLC (“Guggenheim S
