Exhibit 10.24
STOCK PURCHASE AND TRANSFER AGREEMENT
This Stock Purchase and Transfer Agreement (the “Agreement”) is made and entered into as of [●], 2022 (the “Effective Date”), by and among [●] (“Transferor”), Cullinan Oncology, Inc., a Delaware corporation (“Transferee”), and Cullinan MICA Corp., a Delaware corporation (the “Corporation”, together with Transferor and Transferee, the “Parties”).
RECITALS
Now, therefore, in consideration of the foregoing premises and for other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
AGREEMENT
The Parties hereby agree as follows:
[Signature Page Follows]
The parties have executed this Stock Purchase and Transfer Agreement as of the date first written above.
TRANSFEROR:
[●]
By:
Name:
Title:
Address:
Securities | |
Class and Series | # of Shares |
Series A Senior Preferred Stock | [●] |
Series A Junior Preferred Stock | [●] |
Series A-1 Junior Preferred Stock | [●] |
Series A-2 Junior Preferred Stock | [●] |
Shares of Common Stock | [●] |
TOTAL SHARES | [●] |
[Aggregate Share Purchase Price: $[●]
Note Purchase Price: $[●] ]
Purchase Price (total): $[●]
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The parties have executed this Stock Purchase and Transfer Agreement as of the date first written above.
Transferee:
Cullinan Oncology, Inc.
By:
Name: Nadim Ahmed
Title: President and CEO
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The parties have executed this Stock Purchase and Transfer Agreement as of the date first written above.
CORPORATION:
CULLINAN MICA CORP.
By:
Name: Nadim Ahmed
Title: President
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EXHIBIT A
RELATED AGREEMENTS
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EXHIBIT B
STOCK POWER
FOR VALUE RECEIVED and pursuant to that certain Stock Purchase and Transfer Agreement by and among by and among [●] (“Transferor”), Cullinan Oncology, Inc., a Delaware corporation (“Transferee”), and Cullinan MICA Corp., a Delaware corporation (the “Corporation”), the Transferor, hereby assigns and transfers unto Transferee [●] shares of the Corporation’s [●],whether held in certificated or uncertificated form, and does hereby irrevocably constitute and appoint the Corporation as transfer agent with authority to transfer said stock on the books of the Corporation with full power of substitution in the premises.
Date:
TRANSFEROR:
[●]
By: _______________
Name:
Title:
[EXHIBIT C
FORM OF AMENDMENT TO VOTING AGREEMENT]
Amendment nO. 1 to
CULLINAN MICA CORP.
SECOND Amended and restated VOTING Agreement
This Amendment No. 1 (this “Amendment”) is made as of [●], 2022, by and among Cullinan MICA Corp., a Delaware corporation (the “Company”), and the Investors set forth on the signature page hereto and amends that certain Voting Agreement, dated as of May 28, 2020 by and among the Company and the Investors and Key Holders set forth therein (the “Voting Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings given to such terms in the Voting Agreement.
WHEREAS, the Company and the undersigned Investors are parties to the Voting Agreement and each desires to amend the Voting Agreement as set forth herein;
WHEREAS, pursuant to Section 7.8 of the Voting Agreement, the Voting Agreement may be amended by a written instrument executed by the Company and the Requisite Investors if such amendment
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is not directly applicable to the rights or obligations of the Key Holders under the Voting Agreement or does not adversely affect the rights of the Key Holders in a manner that is different than the effect on the rights of the other parties to the Voting Agreement; and
WHEREAS, the undersigned Investors constitute the Requisite Investors, and the amendments contemplated by this Amendment are not directly applicable to the rights or obligation of the Key Holders and do not adversely affect the rights of the Key Holders in a manner that is different than the effect on the rights of the other parties to the Voting Agreement.
Now, Therefore, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
“(a) At each annual or special meeting of stockholders at which an election of Series A Junior Directors is held or pursuant to any written consent of the stockholders to elect as the Series A Junior Directors, two persons designated from time to time by the holders of a majority of the outstanding shares of Series A Junior Preferred Stock, which positions, as of [●], 2022, shall initially be vacant.”
“If notice is given to the Company, it shall be sent to One Main Street, Suite 1350, Cambridge, MA 02142, Attention: Chief Financial Officer and Chief Legal Officer”
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