Exhibit 10.3
FORM OF LOCK-UP AGREEMENT
April [●], 2024
Kintara Therapeutics, Inc. |
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Ladies and Gentlemen:
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.
provided that, in the case of any transfer or distribution pursuant to this clause (a), such transfer is not for value and each donee, heir, beneficiary or other transferee or distributee shall sign and deliver to Parent, a lock-up agreement in the form of this Lock-Up Agreement with respect to the shares of Parent Common Stock or such other securities that have been so transferred or distributed;
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and provided, further, that, with respect to each of clauses (a), (b), (c), (d) and (e) above, no filing by any party (including any donor, donee, transferor, transferee, distributor or distributee) under Section 16 of the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer or disposition during the Restricted Period (other than (i) any exit filings or public announcements that may be required under applicable federal and state securities Laws or (ii) in respect of a required filing under the Exchange Act in connection with the exercise of an option to purchase Parent Common Stock or in connection with the net settlement of any restricted stock unit or other equity award that represents the right to receive in the future shares of Parent Common Stock settled in shares of Parent Common Stock that would otherwise expire during the Restricted Period, provided that reasonable notice shall be provided to Parent prior to any such filing).
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND MAY ONLY BE TRANSFERRED IN
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COMPLIANCE WITH A LOCK-UP AGREEMENT, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.
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(Signature Page Follows)
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| Very truly yours, |
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Print Name of Stockholder: | [ ] |
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| Signature (for individuals): |
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| _____________________________ |
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| Signature (for entities): |
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| _____________________________ |
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| By: _________________________ |
| Name: _______________________ |
| Title: ________________________ |
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[Signature Page to Lock-Up Agreement]
Accepted and Agreed |
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by Kintara Therapeutics, Inc. |
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By: _________________________ |
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Name: _______________________ |
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Title: ________________________ |
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[Signature Page to Lock-Up Agreement]
Accepted and Agreed |
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By TuHURA Biosciences, Inc. |
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By: _________________________ |
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Name: _______________________ |
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Title: ________________________ |
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[Signature Page to Lock-Up Agreement]