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AGM 2020

Jun 16, 2020

Speaker 1

Good afternoon, ladies and gentlemen. I'm Douglas Anci, President and Chief Executive Officer of Leap Therapeutics, and it is my pleasure to welcome all of you to our virtual annual meeting. It is 4 o'clock on June 16, 2020, and in accordance with the notice of meeting and related supplement, I call to order this annual meeting of stockholders of LEAP Therapeutics. On the virtual meeting platform, each stockholder has been granted access to an agenda and rules of conduct for the meeting. We will conduct the meeting in accordance with the agenda and rules of conduct.

I expect compliance with these rules, especially if you intend to comment or ask a question at the meeting. The items of business before the meeting are the proposed election of 3 Class III Directors nominated by our Board of Directors, Joseph Voscalzo, Nissim Masiak and Christopher Mirabelli, each to serve for a term ending in 2023 or until his successor has been duly elected and qualified. And a proposal to ratify the appointment of Eisner Amper, an independent registered public accounting firm, is our independent auditors for the year ending December 31, 2020. These items are more fully described in our notice of meeting and related supplement and proxy statement, copies of which have been made available to all stockholders. Before proceeding to the business of the meeting, I would like to make certain introductions.

I'd like to introduce Chris Mirabelli, our Chairman Julio Vega, Chris Rogers and Saba Habdi, each of Morgan Lewis and Bakias, outside counsel to the company Margaret Lloyd from Continental Stock Transfer and Trust, the company's Inspector of Election, who will be assisting in the tabulation of proxies and ballots and Patrick Boyle from Eisner Amper, company's independent auditor. I will act as secretary of the meeting and Margaret Lloyd has been appointed to serve as Inspector of Election for the meeting. We have received the oath of the Inspector of Election. The oath shall be filed with the minutes of the meeting. Having conferred with the Inspector of Election, I will now report on the mailing of the notice of this meeting and the presence of a quorum.

This meeting is held pursuant to a printed notice mailed on or about April 28, 2020 to each stockholder of record at the close of business on April 24, 2020 as supplemented by additional soliciting materials we filed with the SEC on June 11, 2020. A list of stockholders entitled to vote at this meeting is available during this meeting on the virtual meeting platform for examination by any stockholder desiring to do so. I have an affidavit signed and sworn to by a representative of Continental Stock Transfer and Trust Company, which printed and mailed our proxy materials as to the mailing. I will include the notice of meeting and the affidavit as to its mailing as part of the minutes of this meeting. All documents concerning the notice of meeting will be filed with the records of the meeting.

Based on information from the Inspector election, we believe that the count of shares present immediately prior to the commencement of the meeting indicated that 23,613,900 and 49 shares of the company's common stock of the 35,799,488 shares entitled to vote at this meeting were present in person or by proxy. This is 65.96% of the outstanding voting stock of the company. We therefore deem there to be a quorum present, subject to certification by the Inspector of Election. On behalf of the Board of Directors of the company, I would like to express my appreciation to all stockholders who return their proxies. I would also like to point out that most of you who return the proxy solicited by the company, whether by mail, by Internet or by phone, authorize the persons named in the proxy, including myself, to vote on all propositions coming before the meeting.

You may also vote during this virtual annual meeting by clicking on the voting buttons on the web portal. Please note that if you vote electronically at this meeting and have previously submitted a proxy, including over the Internet or by phone prior to this meeting, the value that you submit at this meeting will revoke and supersede any proxy you previously submitted. Therefore, you should not vote electronically at this meeting if you were previously submitted a proxy that you do not intend to revoke. If you previously submitted a proxy, including by Internet or by phone, the company urges you to allow your proxy to stand.

Speaker 2

The chair will deem the following matters to be properly before the meeting. The proposed election of Joseph Wuzcazo, Nissim Mezhek, Christopher Mirabelli as Class III Directors second, a proposal to ratify the appointment of Eiserv, Amphenor LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020. And if any stockholder would like to ask a question or make a comment regarding any of these proposals, please submit your question or comment through the web portal. Please note that participation is limited to stockholders of record and their proxies.

Speaker 1

It is now 4:0:5 p. M. And I declare the polls open for voting. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or Internet prior to the meeting and who do not want to change their votes do not need to take any further action.

The polls are now closed. Will the Inspector of Election please give his or her report concerning the votes upon the election of directors and the aforesaid proposal.

Speaker 3

Ladies and gentlemen, the report of the Inspector's election indicates that the following numbers of votes cast by the number by the holders of common stock has been voted as follows: At least 15,131,757 shares have voted for the election of Joseph Massaro, MD, PhD as the Class III Director as set forth in the proxy statement. At least 15,728,468 shares have voted for the election of Nissan Marcia as the Class II Director as step forth in the proxy statement. At least 15,149, 155 shares have voted for the election of Christopher K. Marbelli, Ph. D, as the Class III Director is set forth on the proxy statement and 23,526,321 shares is voted for the proposal to ratify the appointment of Iceland, UP LLP as the company's independent registered public accounting firm for the fiscal year ended December 31, 2020.

And

Speaker 1

Thank you. I'll ask the Inspector of Election to please execute her report as to the total number of votes cast on each of the matters considered at the meeting. And this report shall be filed with the minutes of the meeting. Is there any further business to come before the meeting? Seeing no questions on the virtual portal and if there is no further business, the legal portion of the meeting is now adjourned.

Following this meeting, our Inspector of Election will complete the count of the proxies and the ballots. As required by law, we will file preliminary results based on the Inspector of Elections report with the SEC within 4 business days. We anticipate that the Inspector of Elections final certified report of the voting results will be available within a week or 2. As there is no further business to come before this meeting, I declare the meeting adjourned. Our formal business has been concluded, and I thank you all for coming today.

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