AGREEMENT AND PLAN OF MERGER by and among KINTARA THERAPEUTICS, INC., KAYAK MERGECO, INC. and TUHURA BIOSCIENCES, INC. Dated as of April 2, 2024Agreement and Plan of Merger • April 3rd, 2024 • Kintara Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 2, 2024, by and among Kintara Therapeutics, Inc., a Nevada corporation (which shall reincorporate as a Delaware corporation in connection with the consummation of the transactions contemplated hereby) (“Parent”), Kayak Mergeco, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and TuHURA Biosciences, Inc., a Delaware corporation (the “Company”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • April 3rd, 2024 • Kintara Therapeutics, Inc. • Pharmaceutical preparations
The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Kintara Therapeutics, Inc., a Nevada corporation (“Parent”), has entered into an Agreement and Plan of Merger, dated as of April 2, 2024 (as the same may be amended from time to time, the “Merger Agreement”) with Kayak Mergeco, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, and TuHURA Biosciences, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
FORM OF PARENT STOCKHOLDER SUPPORT AGREEMENT KINTARA THERAPEUTICS, INC.Parent Stockholder Support Agreement • April 3rd, 2024 • Kintara Therapeutics, Inc. • Pharmaceutical preparations • Delaware
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 Parent.
FORM OF COMPANY STOCKHOLDER SUPPORT AGREEMENT TUHURA BIOSCIENCES, INC.Company Stockholder Support Agreement • April 3rd, 2024 • Kintara Therapeutics, Inc. • Pharmaceutical preparations • Delaware
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.
FORM OF CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • April 3rd, 2024 • Kintara Therapeutics, Inc. • Pharmaceutical preparations • Delaware
WHEREAS, Parent, Kayak Mergeco, Inc., a Delaware corporation (“Merger Sub”), and TuHURA Biosciences, Inc., a Delaware corporation (the “Company”), have entered into an Agreement and Plan of Merger, dated as of April 2, 2024 (as it may be amended or supplemented from time to time pursuant to the terms thereof, the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as the surviving corporation and a wholly-owned subsidiary of Parent. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Merger Agreement;
Kintara Therapeutics and TuHURA Biosciences Enter into Definitive Merger AgreementKintara Therapeutics, Inc. • April 3rd, 2024 • Pharmaceutical preparations
TuHURA is planning to advance a single Phase 3 trial for IFx-2.0 personalized cancer vaccine as adjunctive therapy with Keytruda® in first-line therapy for advanced Merkel cell carcinoma in 2H 2024 under FDA’s accelerated approval pathway
ContractDefinitive Merger Agreement • April 3rd, 2024 • Kintara Therapeutics, Inc. • Pharmaceutical preparations
Enter into Definitive Merger Agreement Phase 3 Clinical Stage Immuno-Oncology Company Addressing Major Obstacles to Overcoming Resistance to Cancer Immunotherapy
