Exhibit 10.2
FORM OF COMPANY STOCKHOLDER SUPPORT AGREEMENT
TUHURA BIOSCIENCES, INC.
THIS SUPPORT AGREEMENT (this “Agreement”), dated as of April [●], 2024, is made by and among Kintara Therapeutics, Inc., a Nevada corporation (“Parent”), TuHURA Biosciences, Inc., a Delaware corporation (the “Company”), and the undersigned holder (“Stockholder”) of shares of capital stock (the “Shares”) of the Company.
WHEREAS, Parent, Kayak Mergeco, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Company, have entered into an Agreement and Plan of Merger, dated of even date herewith (the “Merger Agreement”), providing for the merger of Merger Sub with and into the Company, with the Company surviving the merger and becoming a wholly owned subsidiary of Parent (the “Merger”), upon the terms and subject to the conditions set forth in the Merger Agreement;
WHEREAS, Stockholder beneficially owns and has sole or shared voting power with respect to the number of Shares, and holds options to purchase shares of Company Common Stock (“Company Options”), and/or such other rights to acquires shares of Company Common Stock, as the case may be, in each case in the number of Shares] indicated opposite Stockholder’s name on Schedule 1 attached hereto;
WHEREAS, as an inducement and a condition to the willingness of Parent, Merger Sub and the Company to enter into the Merger Agreement, and in consideration of the substantial expenses incurred and to be incurred by them in connection therewith, Stockholder has agreed to enter into and perform this Agreement; and
WHEREAS, all capitalized terms used in this Agreement without definition herein shall have the meanings ascribed to them in the Merger Agreement.
NOW, THEREFORE, in consideration of, and as a condition to, Parent, Merger Sub and the Company’s entering into the Merger Agreement and proceeding with the transactions contemplated thereby, and in consideration of the substantial expenses incurred and to be incurred by them in connection therewith, Stockholder, Parent and the Company agree as follows:
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A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY
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EXECUTED as of the date first above written.
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STOCKHOLDER
STOCKHOLDER NAME: |
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Signature: ___________________________ |
Name (if an Entity): |
Title (if an Entity): |
[Signature Page to Support Agreement]
EXECUTED as of the date first above written.
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TuHURA BIOSCIENCES, INC.
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By: ___________________________ |
Name: |
Title: |
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[Signature Page to Support Agreement]
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KINTARA THERAPEUTICS, INC.
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By: ___________________________ |
Name: |
Title: |
[Signature Page to Support Agreement]
SCHEDULE 1
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Name of Stockholder | ||
Address: | ||
Attention: | ||
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COMPANY SECURITIES HELD |
Shares of Common Stock and Shares of Preferred Stock:
Company Stock Options:
Shares underlying other rights (e.g., Company Warrants):