Exhibit 4.1


 


LEAP THERAPEUTICS, INC.



FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK


 


 Number of Shares: [          ]
 (subject to adjustment)


 


Warrant No. [          ] 

Original Issue Date: June [  ], 2020


 



Leap Therapeutics, Inc., a Delaware corporation (the “Company”),
hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [Baker
Brothers Life Sciences, L.P.][667, L.P.] or its permitted registered assigns (the “Holder”), is entitled, subject
to the terms set forth below, to purchase from the Company up to a total of [          ]
shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company (each such share, a
 “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price per share
equal to $0.001 per share (as adjusted from time to time as provided in Section 9 herein, the “Exercise Price”),
upon surrender of this Pre-Funded Warrant to Purchase Common Stock (including any Pre-Funded Warrants to Purchase Common
Stock issued in exchange, transfer or replacement hereof, the “Warrant”) at any time and from time to time
on or after the date hereof (the “Original Issue Date”), subject to the following terms and conditions:


 


1.            Definitions. For purposes of this Warrant, the following terms shall have the following meanings:


 


(a)           “Affiliate” means any Person directly or indirectly controlled by, controlling or under common control
with, a Holder, but only for so long as such control shall continue. For purposes of this definition, “control” (including,
with correlative meanings, “controlled by”, “controlling” and “under common control with”)
means, with respect to a Person, possession, direct or indirect, of (a) the power to direct or cause direction of the management
and policies of such Person (whether through ownership of securities or partnership or other ownership interests, by contract or
otherwise), or (b) voting securities or other comparable equity interests of such Person that represent at least 50% of the voting
power of all outstanding voting securities of the Company.


 


(b)          “Commission” means the United States Securities and Exchange Commission.


 


(c)           “Closing Sale Price” means, for any security as of any date, the last trade price for such security on
the Principal Trading Market for such security, as reported by Bloomberg Financial Markets, or, if such Principal Trading Market
begins to operate on an extended hours basis and does not designate the last trade price, then the last trade price of such security
prior to 4:00 P.M., New York City time, as reported by Bloomberg Financial Markets, or if the foregoing do not apply, the last
trade price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg
Financial Markets, or, if no last trade price is reported for such security by Bloomberg Financial Markets, the average of the
bid and ask prices, of any market makers for such security as reported in the “pink sheets” by Pink Sheets LLC. If
the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale
Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the
Company and the Holder are unable to agree upon the fair market value of such security, then the Board of Directors of the Company
shall use its good faith judgment to determine the fair market value. The Board of Directors’ determination shall be binding
upon all parties absent demonstrable error. All such determinations shall be appropriately adjusted for any stock dividend, stock
split, stock combination or other similar transaction during the applicable calculation period.


 






     


     


    

 


(d)          “Principal Trading Market” means the national securities exchange or other trading market on which the
Common Stock is primarily listed on and quoted for trading, which, as of the Original Issue Date, shall be the Nasdaq Global Market.


 


(e)           “Registration
Statement” means the Company’s Registration Statement on Form S-3 (File No. 333-223419), as amended, declared
effective on March 16, 2018.


 


(f)           “Securities Act” means the Securities Act of 1933, as amended.


 


(g)          “Trading Day” means any weekday on which the Principal Trading Market is open for trading.


 


(h)          “Transfer Agent” means Continental Stock Transfer & Trust Company, the Company’s transfer agent
and registrar for the Common Stock, and any successor appointed in such capacity.


 


2.            Issuance of Securities; Registration of Warrant. The Warrant, as initially issued by the Company, is offered and
sold pursuant to the Registration Statement. The Company shall register ownership of this Warrant, upon records to be maintained
by the Company for that purpose (the “Warrant Register”), in the name of the record Holder (which shall include
the initial Holder or, as the case may be, any assignee to which this Warrant is assigned hereunder) from time to time. The Company
may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or
any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.


 


3.            Registration of Transfers. Subject to compliance with all applicable securities laws, the Company shall, or will
cause its Transfer Agent to, register the transfer of all or any portion of this Warrant in the Warrant Register, upon surrender
of this Warrant, and payment for all applicable transfer taxes (if any). Upon any such registration or transfer, a new warrant
to purchase Common Stock in substantially the form of this Warrant (any such new warrant, a “New Warrant”) evidencing
the portion of this Warrant so transferred shall be issued to the transferee, and a New Warrant evidencing the remaining portion
of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the
transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New
Warrant that the Holder has in respect of this Warrant. The Company shall, or will cause its Transfer Agent to, prepare, issue
and deliver at the Company’s own expense any New Warrant under this Section 3. Until due presentment for registration
of transfer, the Company may treat the registered Holder hereof as the owner and holder for all purposes, and the Company shall
not be affected by any notice to the contrary.


 






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4.            Exercise
and Duration of Warrant.


 


(a)           All
or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by this Warrant at any time
and from time to time on or after the Original Issue Date.


 


(b)           The
Holder may exercise this Warrant by delivering (as determined in accordance with the notice provisions hereof) to the Company
an exercise notice, in the form attached as Schedule 1 hereto (the “Exercise Notice”), completed and
duly signed. Within one (1) Trading Day following the date of delivery of the Exercise Notice, the Holder shall make payment of
the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (which may take the form of a
 “cashless exercise” if so indicated in the Exercise Notice pursuant to Section 10 below). The date on which
the Notice of Exercise is delivered to the Company (as determined in accordance with the notice provisions hereof) is an “Exercise
Date” provided, that if the Exercise Price is not delivered on or before one (1) Trading Day following the date of delivery
of the Exercise Notice, the Exercise Date shall be deemed to be one (1) Trading Day following the date that the Exercise Price
is delivered to the Company. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type
of guarantee or notarization) of any Exercise Notice be required. The Holder shall not be required to deliver the original Warrant
in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice shall have the same effect as cancellation
of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares,
if any. The aggregate exercise price of this Warrant, except for the Exercise Price, was pre-funded to the Company on or before
the Original Issue Date, and consequently no additional consideration (other than the Exercise Price) shall be required by to
be paid by the Holder to effect any exercise of this Warrant. The Holder shall not be entitled to the return or refund of all,
or any portion, of such pre-funded exercise price under any circumstance or for any reason whatsoever.


 


5.            Delivery
of Warrant Shares.


 


(a)           Upon exercise of this Warrant, the Company shall promptly (but in no event later than two (2) Trading Days after the Exercise
Date), upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant
to such exercise to the Holder’s or its designee’s balance account with The Depository Trust Company (“DTC”)
through its Deposit / Withdrawal At Custodian system, or if the Transfer Agent is not participating in the Fast Automated Securities
Transfer Program (the “FAST Program”) or if the certificates are required to bear a legend regarding restriction
on transferability, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate,
registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common
Stock to which the Holder is entitled pursuant to such exercise. The Holder, or any natural person or legal entity (each, a “Person”)
so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares
as of the time of delivery of the Exercise Notice on the Exercise Date or, if later, the time of delivery of the Exercise Price,
in either case irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery
of the certificates evidencing such Warrant Shares, as the case may be. While this Warrant remains outstanding, the Company shall
maintain a transfer agent that participates in the FAST Program.


 






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(b)          If
this Warrant is properly exercised in accordance with the provisions of Section 4(b) and by the close of the second (2nd)
Trading Day after the Exercise Date, the Company fails to deliver to the Holder a certificate representing the required number
of Warrant Shares in the manner required pursuant to Section 5(a) or fails to credit the Holder’s balance account
with DTC for such number of Warrant Shares to which the Holder is entitled, and if after such second (2nd) Trading Day and prior
to the receipt of such Warrant Shares, the Holder purchases (in an open market transaction or otherwise) shares of Common Stock
to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise
(a “Buy-In”), then the Company shall, within two (2) Trading Days after the Holder’s request and in the
Holder’s sole and absolute discretion, either (1) pay in cash to the Holder an amount equal to the Holder’s total
purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased, at which point the Company’s
obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate or (2) promptly honor its obligation
to deliver, or cause to be delivered, to the Holder a certificate or certificates representing such Warrant Shares (or to credit,
or cause to be credited, the Holder’s balance account with DTC for such Warrant Shares) and pay cash to the Holder in an
amount equal to the excess (if any) of Holder’s total purchase price (including brokerage commissions, if any) for the shares
of Common Stock so purchased in the Buy-In over the product of (A) the number of shares of Common Stock purchased in the Buy -In,
times (B) the Closing Sale Price of a share of Common Stock on the Exercise Date.


 


(c)          To
the extent permitted by law and subject to Section 5(b), the Company’s obligations to issue and deliver Warrant Shares
in accordance with and subject to the terms hereof (including the limitations set forth in Section 11 below) are absolute
and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect
to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim,
recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to
the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance
that might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Subject
to Section 5(b), nothing herein shall limit the Holder’s right to pursue any other remedies available to it hereunder,
at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the
Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required
pursuant to the terms hereof.


 


6.            Charges,
Taxes and Expenses. Issuance and delivery of certificates for shares of Common Stock upon exercise of this Warrant shall be
made without charge to the Holder for any issue or transfer tax, transfer agent fee or other incidental tax or expense (excluding
any applicable stamp duties) in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by
the Company; provided, however, that the Company shall not be required to pay any tax that may be payable in respect
of any transfer involved in the registration of any Warrant Shares, any certificates therefor or the Warrant (or any portion thereof)
in a name other than that of the Holder thereof. The Holder shall be responsible for all other tax liability that may arise as
a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.


 






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7.            Replacement
of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange
and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon
receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction (in such case) and, in each case,
a customary and reasonable indemnity (but not the posting of any surety or other bond), if requested by the Company. Applicants
for a New Warrant under such circumstances shall also comply with such other reasonable regulations and procedures and pay such
other reasonable third party costs as the Company may prescribe. If a New Warrant is requested as a result of a mutilation of
this Warrant, then the Holder shall deliver such mutilated Warrant to the Company as a condition precedent to the Company’s
obligation to issue the New Warrant.


 


8.            Reservation of Warrant Shares. The Company covenants that it will, at all times while this Warrant is outstanding,
reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for
the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares
that are initially issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other
contingent purchase rights of persons other than the Holder (taking into account the adjustments and restrictions of Section
9). The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable
Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and non-assessable. The
Company will take all such action as may be reasonably necessary to assure that such shares of Common Stock may be issued as provided
herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation
system upon which the Common Stock may be listed. The Company further covenants that it will not, without the prior written consent
of the Holder, take any actions to increase the par value of the Common Stock at any time while this Warrant is outstanding.


 


9.            Certain Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject
to adjustment from time to time as set forth in this Section 9.


 


(a)          Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common
Stock or otherwise makes a distribution on any class of capital stock issued and outstanding on the Original Issue Date and in
accordance with the terms of such stock on the Original Issue Date or as amended, as described in the Registration Statement,
that is payable in shares of Common Stock, (ii) subdivides its outstanding shares of Common Stock into a larger number of shares
of Common Stock, (iii) combines its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (iv)
issues by reclassification of shares of capital stock any additional shares of Common Stock of the Company, then in each such
case the Exercise Price shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock
outstanding immediately before such event and the denominator of which shall be the number of shares of Common Stock outstanding
immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately
after the record date for the determination of stockholders entitled to receive such dividend or distribution, provided, however,
that if such record date shall have been fixed and such dividend is not fully paid on the date fixed therefor, the Exercise Price
shall be recomputed accordingly as of the close of business on such record date and thereafter the Exercise Price shall be adjusted
pursuant to this paragraph as of the time of actual payment of such dividends. Any adjustment pursuant to clause (ii), (iii) or
(iv) of this paragraph shall become effective immediately after the effective date of such subdivision, combination or reclassification.


 






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(b)          Pro
Rata Distributions. If the Company, at any time while this Warrant is outstanding, distributes to all holders of Common Stock
for no consideration (i) evidences of its indebtedness, (ii) any security (other than a distribution of Common Stock covered by
the preceding paragraph) or (iii) rights or warrants to subscribe for or purchase any security, or (iv) cash or any other asset
(in each case, “Distributed Property”), then, upon any exercise of this Warrant that occurs after the record
date fixed for determination of stockholders entitled to receive such distribution, the Holder shall be entitled to receive, in
addition to the Warrant Shares otherwise issuable upon such exercise (if applicable), the Distributed Property that such Holder
would have been entitled to receive in respect of such number of Warrant Shares had the Holder been the record holder of such
Warrant Shares immediately prior to such record date without regard to any limitation on exercise contained therein. The Company
covenants that it will, at all times while this Warrant is outstanding, reserve and keep available all Distributed Property that
the Holder shall be entitled to receive hereunder, solely for the purpose of fulfilling its obligations pursuant to this Section
9(b).


 


(c)          Fundamental Transactions. If, at any time while this Warrant is outstanding, (i) the Company effects any merger or
consolidation of the Company with or into another Person, in which the Company is not the surviving entity and in which the stockholders
of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting
power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person
of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender
offer or exchange offer (whether by the Company or another Person), holders of capital stock tender shares representing more than
50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender
for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation,
a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more
than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders
of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such
Person immediately after the transaction) or (v) the Company effects any reclassification of the Common Stock or any compulsory
share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property
(other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any
such case, a “Fundamental Transaction”), then following such Fundamental Transaction the Holder shall have the
right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been
entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction,
the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations
on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction
in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i)
the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this
Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor
to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation
to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled
to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent
transactions analogous of a Fundamental Transaction type.


 






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(d)          Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to Section 9,
the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately,
so that after such adjustment the aggregate Exercise Price payable hereunder for the increased or decreased number of Warrant Shares
shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment.


 


(e)          Calculations.
All calculations under this Section 9 shall be made to the nearest one-tenth of one cent or the nearest share, as applicable.


 


(f)           Notice of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its
expense will, at the written request of the Holder, promptly compute such adjustment, in good faith, in accordance with the terms
of this Warrant and prepare a certificate setting forth such adjustment, including a statement of the adjusted Exercise Price and
adjusted number or type of Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), describing
the transactions giving rise to such adjustments and showing in detail the facts upon which such adjustment is based. Upon written
request, the Company will promptly deliver a copy of each such certificate to the Holder and to the Company’s transfer agent.


 


(g)          Notice of Corporate Events. If, while this Warrant is outstanding, the Company (i) declares a dividend or any other
distribution of cash, securities or other property in respect of its Common Stock, including, without limitation, any granting
of rights or warrants to subscribe for or purchase any capital stock of the Company or any subsidiary, (ii) authorizes or approves,
enters into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes the
voluntary dissolution, liquidation or winding up of the affairs of the Company, then, except if such notice and the contents thereof
shall be deemed to constitute material non-public information, the Company shall deliver to the Holder a notice of such transaction
at least ten (10) days prior to the applicable record or effective date on which a Person would need to hold Common Stock in order
to participate in or vote with respect to such transaction; provided, however, that the failure to deliver such notice or
any defect therein shall not affect the validity of the corporate action required to be described in such notice. In the event
such notice and the contents thereof shall be deemed to constitute material non-public information, the Company shall (on the same
time frame set forth in the immediately prior sentence) offer the Holder the ability to sign a confidentiality agreement related
thereto sufficient to allow the Holder to receive such notice, and the Company shall deliver such notice immediately upon execution
of such confidentiality agreement. In addition, if while this Warrant is outstanding, the Company authorizes or approves, enters
into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction contemplated by Section 9(c),
other than a Fundamental Transaction under clause (iii) of Section 9(c), the Company shall deliver to the Holder
a notice of such Fundamental Transaction at least thirty (30) days prior to the date such Fundamental Transaction is consummated.
Holder agrees to maintain any information disclosed pursuant to this Section 9(g) in confidence until such information is
publicly available, and shall comply with applicable law with respect to trading in the Company’s securities following receipt
any such information.


 






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10.          Payment
of Exercise Price. Notwithstanding anything contained herein to the contrary, the Holder may, in its sole discretion, satisfy
its obligation to pay the Exercise Price through a “cashless exercise”, in which event the Company shall issue to
the Holder the number of Warrant Shares determined as follows:


 


X = Y [(A-B)/A]


 


where:


 


“X” equals the number of Warrant Shares to be issued
to the Holder;


 


“Y” equals the total number of Warrant Shares with
respect to which this Warrant is then being exercised;


 


“A” equals (i) the last Closing Sale Price of the
shares of Common Stock (as reported by Bloomberg Financial Markets) on the Trading Day immediately preceding the Exercise Date
if the Exercise Notice is delivered prior to market close on the Exercise Date, or (ii) the last Closing Sale Price of the shares
of Common Stock (as reported by Bloomberg Financial Markets) on the Exercise Date if the Exercise Notice is delivered following
market close on the Exercise Date; and


 


“B” equals the Exercise Price then in effect for
the applicable Warrant Shares at the time of such exercise.


 


For purposes of Rule 144 promulgated under the Securities Act,
it is intended, understood and acknowledged that the Warrant Shares issued in a “cashless exercise” transaction shall
be deemed to have been acquired by the Holder, the Warrant Shares shall take on the registered characteristics of the Warrant being
exercised, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally
issued (provided that the Commission continues to take the position that such treatment is proper at the time of such exercise).
In the event that the Registration Statement or another registration statement registering the issuance of Warrant Shares is, for
any reason, not effective at the time of exercise of this Warrant, then the Warrant may only be exercised through a cashless exercise,
as set forth in this Section 10. Except as set forth in Section 5(b) (Buy-In remedy), Section 9(b) (Pro Rata
Distributions), Section 9(c) (Fundamental Transactions) and Section 12 (payment of cash in lieu of fractional shares),
in no event will the exercise of this Warrant be settled in cash.


 






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11.          
Limitations on Exercise.


 


(a)              
Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise of this Warrant, and
the Holder shall not be entitled to exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares
which, upon giving effect or immediately prior to such exercise, would cause (i) the aggregate number of shares of Common Stock
beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated
with the Holder’s for purposes of Section 13(d) of the Exchange Act, to exceed 9.99% (the “Maximum Percentage”)
of the total number of issued and outstanding shares of Common Stock of the Company following such exercise, or (ii) the combined
voting power of the securities of the Company beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial
ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act to exceed
9.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise. For purposes
of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding
shares of Common Stock as reflected in (x) the Company’s most recent Form 10-Q or Form 10-K, as the case may be, filed with
the Commission prior to the date hereof, (y) a more recent public announcement by the Company or (z) any other notice by the Company
or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written request of the Holder, the
Company shall within three (3) Trading Days confirm in writing or by electronic mail to the Holder the number of shares of Common
Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to
the conversion or exercise of securities of the Company, including this Warrant, by the Holder since the date as of which such
number of outstanding shares of Common Stock was reported. By written notice to the Company, the Holder may from time to time increase
or decrease the Maximum Percentage to any other percentage not in excess of 19.99% specified in such notice; provided that any
such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company. For purposes
of this Section 11(a), the aggregate number of shares of Common Stock or voting securities beneficially owned by the Holder
and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s
for purposes of Section 13(d) of the Exchange Act shall include the shares of Common Stock issuable upon the exercise of this Warrant
with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable
upon (x) exercise of the remaining unexercised and non-cancelled portion of this Warrant by the Holder and (y) exercise or conversion
of the unexercised, non-converted or non-cancelled portion of any other securities of the Company that do not have voting power
(including without limitation any securities of the Company which would entitle the holder thereof to acquire at any time Common
Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible
into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), is subject to a limitation
on conversion or exercise analogous to the limitation contained herein and is beneficially owned by the Holder or any of its Affiliates
and other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d)
of the Exchange Act.


 






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(b)              
This Section 11 shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially
own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental
Transaction as contemplated in Section 9(c) of this Warrant.


 


12.           
No Fractional Shares. No fractional Warrant Shares will be issued in connection with any exercise of this Warrant.
In lieu of any fractional shares that would otherwise be issuable, the number of Warrant Shares to be issued shall be rounded down
to the next whole number and the Company shall pay the Holder in cash the fair market value (based on the Closing Sale Price) for
any such fractional shares.


 


13.           
Notices. Any and all notices or other communications or deliveries hereunder (including, without limitation, any
Exercise Notice) shall be in writing and shall be deemed given and effective on the earliest of (i) the time of transmission, if
such notice or communication is delivered via facsimile or e-mail at the facsimile number or e-mail address specified in the books
and records of the Transfer Agent prior to 5:30 P.M., New York City time, on a Trading Day so long as the sender of an e-mail has
not received an automated notice of delivery failure from the proposed recipient’s computer server, (ii) the next Trading
Day after the date of transmission, if such notice or communication is delivered via facsimile or e-mail at the facsimile number
or e-mail address specified in the books and records of the Transfer Agent on a day that is not a Trading Day or later than 5:30
P.M., New York City time, on any Trading Day so long as the sender of an e-mail has not received an automated notice of delivery
failure from the proposed recipient’s computer server, (iii) the Trading Day following the date of mailing, if sent by nationally
recognized overnight courier service specifying next business day delivery, or (iv) upon actual receipt by the Person to whom such
notice is required to be given, if by hand delivery. To the extent that any notice provided hereunder constitutes, or contains,
material, non-public information regarding the Company or any subsidiaries, the Company, subject to the provisions of Section
9(g) if and to the extent applicable, shall simultaneously file such notice with the Commission pursuant to a Current Report
on Form 8-K.


 


14.           
Warrant Agent. The Company shall initially serve as warrant agent under this Warrant. Upon thirty (30) days’
notice to the Holder, the Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent
may be merged or any corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party
or any corporation to which the Company or any new warrant agent transfers substantially all of its corporate trust or shareholders
services business shall be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent
shall promptly cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder
at the Holder’s last address as shown on the Warrant Register. Notwithstanding anything to the contrary contained herein
or in any warrant agency agreement that the Company may enter into in the future, the Holder shall be entitled to elect to receive,
or continue to hold, this Warrant in certificated form, in which case the terms set forth in any such warrant agency agreement
shall not apply to this Warrant.


 






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15.          
Miscellaneous.


 


(a)           
No Rights as a Stockholder. The Holder, solely in such Person’s capacity as a holder of this Warrant, shall
not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall
anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder
of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate
action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, amalgamation, conveyance
or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the
Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition,
nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon
exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company
or by creditors of the Company.


 


(b)           
Authorized Shares.


 


(i)                
Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without
limitation, amending its certificate or articles of incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the
taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against
impairment. Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any Warrant Shares
above the amount payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action
as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable Warrant
Shares upon the exercise of this Warrant, and (c) use commercially reasonable efforts to obtain all such authorizations, exemptions
or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its
obligations under this Warrant.


 


(ii)             
Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable
or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be
necessary from any public regulatory body or bodies having jurisdiction thereof.


 


(c)           
Successors and Assigns. Subject to the restrictions on transfer set forth in this Warrant and compliance with applicable
securities laws, this Warrant may be assigned by the Holder. This Warrant may not be assigned by the Company without the written
consent of the Holder, except to a successor in the event of a Fundamental Transaction. This Warrant shall be binding on and inure
to the benefit of the Company and the Holder and their respective successors and assigns. Subject to the preceding sentence, nothing
in this Warrant shall be construed to give to any Person other than the Company and the Holder any legal or equitable right, remedy
or cause of action under this Warrant. This Warrant may be amended only in writing signed by the Company and the Holder, or their
successors and assigns.


 






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(d)              
Amendment and Waiver. Except as otherwise provided herein, the provisions of the Warrant and the New Warrants, if
any, may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed
by it, only if the Company has obtained the written consent of those registered holders of the Warrant and/or the New Warrants,
if any, representing no less than a majority of the Warrant Shares obtainable upon exercise of the Warrant and the New Warrants
then outstanding.


 


(e)              
Acceptance. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms
and conditions contained herein.


 


(f)               
Governing Law; Jurisdiction. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION
OF THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION
OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN, AND HEREBY IRREVOCABLY WAIVES, AND AGREES
NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT.
EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN
ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE
OF DELIVERY) TO SUCH PERSON AT THE ADDRESS IN EFFECT FOR NOTICES TO IT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT
SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS
IN ANY MANNER PERMITTED BY LAW. EACH OF THE COMPANY AND THE HOLDER HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY.


 


(g)              
Headings. The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be
deemed to limit or affect any of the provisions hereof.


 


(h)              
Severability. In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any
respect, the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected
or impaired thereby, and the Company and the Holder will attempt in good faith to agree upon a valid and enforceable provision
which shall be a commercially reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision
in this Warrant.


 






    12


     


    

 


(i)                
Interpretation. For purposes of this Warrant, (a) the words “include,” “includes” and “including”
are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c)
the words “herein,” “hereof, “hereby,” “hereto” and “hereunder” refer to
this Warrant as a whole. Unless the context otherwise requires, references herein: (x) to sections and schedules mean the sections
of, and schedules attached to, this Warrant; (y) to an agreement, instrument, or other document means such agreement, instrument,
or other document (as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof/without
regard to subsequent amendments, supplements, and modifications thereto); and (z) to a statute means such statute (as amended from
time to time and includes/enforced at the time and date of this Warrant becoming effective) and does not include any successor
legislation thereto and any regulations promulgated thereunder. This Warrant shall be construed without regard to any presumption
or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.
The schedules referred to herein shall be construed with, and as an integral part of, this Warrant to the same extent as if they
were set forth verbatim herein. All references to “$” or “dollars” mean the lawful currency of the United
States of America. Whenever the singular is used in this Warrant, the same shall include the plural, and whenever the plural is
used herein, the same shall include the singular, where appropriate.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 






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IN WITNESS WHEREOF, the undersigned has caused this Warrant
to be duly executed by its authorized officer as of the date first indicated above.


 


	 	COMPANY:  
	 
	 	LEAP THERAPEUTICS, INC.
	 
	 	By:	 
	 	Name:	Douglas E. Onsi
	 	Title:	 Chief Executive Officer




 






    


     


    

 


SCHEDULE 1


 


FORM OF EXERCISE NOTICE


 


[To be executed by the Holder to purchase
shares of Common Stock under the Warrant]


 


Ladies and Gentlemen:


 


(1)           The undersigned
is the Holder of Warrant No. __ (the “Warrant”) issued by Leap Therapeutics, Inc., a Delaware corporation (the
 “Company”). Capitalized terms used herein and not otherwise defined herein have the respective meanings set
forth in the Warrant.


 


(2)           The undersigned
hereby exercises its right to purchase Warrant Shares pursuant to the Warrant.


 


(3)           The Holder intends
that payment of the Exercise Price shall be made as (check one):


 


		 ̈	Cash Exercise



 


		 ̈	“Cashless Exercise” under Section 10
of the Warrant



 


(4)           If the Holder has
elected a Cash Exercise, the Holder shall pay the sum of $ _______ in immediately available funds to the Company in accordance
with the terms of the Warrant.


 


(5)           Pursuant to this
Exercise Notice, the Company shall deliver to the Holder Warrant Shares determined in accordance with the terms of the Warrant.


 


(6)           By its delivery
of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the exercise evidenced
hereby the Holder will not beneficially own in excess of the number of shares of Common Stock (as determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended) permitted to be owned under Section 11(a) of the Warrant
to which this notice relates.


 


	Dated:	 	 



 


	Name of Holder: 	 	 



 


	Name:	 	 
	Title:	 	 
	(Signature must conform in all respects to name of Holder as specified on the face of the Warrant)