0001104659-25-067597 Sample Contracts
FORM OF D&O VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • July 14th, 2025 • ESSA Pharma Inc. • Pharmaceutical preparations
The undersigned understands that Xeno Acquisition Corp. (the “Purchaser”), XenoTherapeutics, Inc., ESSA Pharma Inc. (the “Company”) and, solely for purposes of Section 10.16 thereof, XOMA Royalty Corporation wish to enter into a business combination agreement dated as of the date hereof (the “Agreement”) contemplating an arrangement (the “Arrangement”) of the Company under Division 5 of Part 9 of the Business Corporations Act (British Columbia), the result of which shall be the acquisition by the Purchaser of all the issued and outstanding common shares of the Company (the “Shares”).
BUSINESS COMBINATION AGREEMENT between XenoTherapeutics, Inc. – and – Xeno Acquisition CORP. – and – ESSA PHARMA INC. – and – solely for purposes of Section 10.16, XOMA Royalty CorporationBusiness Combination Agreement • July 14th, 2025 • ESSA Pharma Inc. • Pharmaceutical preparations • British Columbia
There are no material investigations, actions, suits or proceedings at Law or in equity or by or before any Governmental Entity now pending against or affecting the Purchaser (or its properties or assets) reasonably likely to prevent or materially delay consummation of the Contemplated Transactions.