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: September [__], 2021
	


 


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, [        ] 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. 333-248797), as amended, declared
effective on October 16, 2020.


 


(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 of 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 Exercise Notice 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
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 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.


 


(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.


 






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(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 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.


 


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 4.99% (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 4.99% 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 any securities of the Company which would entitle
the holder thereof to acquire at any time Common Stock, including 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.


 


(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.


 






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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 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 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.


 






    11 


     


    

 


(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.


 


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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 and President








 






    


     


    

 


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)