AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: SUNESIS PHARMACEUTICALS, INC. a Delaware corporation; SOL MERGER SUB, INC., a Delaware corporation; and VIRACTA THERAPEUTICS, INC., a Delaware corporation Dated as of November 29, 2020Agreement and Plan of Merger and Reorganization • November 30th, 2020 • Sunesis Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of November 29, 2020, by and among Sunesis Pharmaceuticals, Inc., a Delaware corporation (“Parent”), Sol Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Viracta Therapeutics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
SUPPORT AGREEMENTSupport Agreement • November 30th, 2020 • Sunesis Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This SUPPORT AGREEMENT (this “Agreement”), is made as of November 29, 2020, by and between Sunesis Pharmaceuticals, Inc., a Delaware corporation (the “Parent”) and the Person set forth on Schedule A hereto (the “Stockholder”).
SUNESIS PHARMACEUTICALS, INC.Retention Agreement • November 30th, 2020 • Sunesis Pharmaceuticals Inc • Pharmaceutical preparations
As you know, Sunesis Pharmaceuticals, Inc. (the “Company”) has executed an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), which, if the transactions contemplated thereby are consummated (the “Acquisition”), will make Viracta Therapeutics, Inc. a wholly-owned subsidiary of the Company. You are receiving this letter because the Company desires to offer to you a retention bonus and extend the post-termination exercise period associated with options you hold under the Company’s 2011 Equity Incentive Plan (the “Plan”), subject to the terms contained in this letter agreement (this “Retention Agreement”). This Retention Agreement is conditioned upon, and will become effective as of, the date of the closing of the Acquisition (the “Closing Date”). If the Acquisition is not consummated, this Retention Agreement will have no effect, will not be binding on the Company or on you, and neither you nor the Company will have any rights or obligations hereunder.
