Employment Agreement, dated December 19, 2023, between TuHURA Biosciences, Inc. and Dennis Yamashita

Positions and Duties. Employee will serve as Chief Scientific Officer of the Company reporting directly to Chief Executive Officer. Employee will render such business and professional services in the performance of his duties, consistent with Employee’s position within the Company, as will reasonably be assigned to him by the Board and Chief Executive Officer.

Obligations. During Employee’s employment, Employee will perform his duties faithfully and to the best of his ability and will devote his full business efforts and time to the Company. For the duration of Employee’s employment, Employee agrees not to actively engage in any other employment, occupation, or consulting activity for any direct or indirect remuneration without the prior written approval of the Board.

Exclusivity of Services. The Employee’s employment by the Company shall be full-time and exclusive, and the Employee agrees that he will devote his full business time, attention and energies to the performance of his obligations hereunder (excluding periods of absence due to vacation, sickness, personal injury or other disability, and other approved leaves of absence).

Base Salary. During Employee’s employment, the Company will pay Employee as compensation for his services a base salary at the annualized rate of Three Hundred Fifty Thousand Dollars ($350,000) (the “Base Salary”); provided that the Board shall periodically review such Base Salary and, in its sole discretion after due consideration, determine to maintain or increase such Base Salary for the remainder of Employee’s employment. The Base Salary will be paid periodically in accordance with the Company’s normal payroll practices and be subject to the usual, required withholding.

Stock Options. Employee shall receive 1,100,000 common stock options to be granted upon approval by the Compensation Committee. These options will have a strike price of $0.66, which is equivalent to the price of the Company’s last equity raise. The stock options shall have a ten year term and they will vest over three years. The Employee shall be eligible to participate in future annual option grants, which will be approved by the Compensation Committee for executives.

Annual Bonus. Employee will be eligible to earn an annual performance bonus each calendar year based upon Employee’s actual achievement for the calendar year relative to certain specified objective or subjective performance goals, as determined by the Board in its sole discretion. Specifically:

Employee will be eligible to earn a target bonus for a calendar year of performance based upon Employee’s achievement of specified reasonable and achievable individual, financial and/or business goals (the “Target Bonus Goals”), which goals are established, after consultation with Employee, by the Board no later than sixty (60) days after the beginning of each calendar year of performance; provided that the Target Bonus Goals for the given calendar year of performance shall be established by March 1.

Except as otherwise specifically stated herein, Employee must be employed by or providing services to the Company on the date bonus payments are made to be eligible to receive any target or additional bonus amounts (Employee will not receive any target or additional bonus amounts if Employee’s service terminates, for any reason, prior to the date either such bonus amount is paid). The Board will generally determine annual bonuses for a particular year within ninety (90) days after the end of that year.

Accrued Obligations. Upon the termination of Employee’s employment with the Company for any reason, Employee shall be entitled to receive (i) any Base Salary that had accrued but had not been paid on or before the termination date; (ii) payment of accrued and unused vacation time in accordance with and subject to Company policies then in effect and (iii) any reimbursement due to Employee pursuant to Section 7 (collectively, the “Accrued Obligations”).

Involuntary Termination. If Employee’s employment is terminated by the Company without Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition to the Accrued Obligations, Employee shall receive: (i) a lump sum payment of one (1) year of Base Salary plus an amount equal to the average of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Separation; (ii) any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), subject to the terms of the applicable plan and award agreement; (iii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditions.

Voluntary Termination; Termination for Cause. If Employee’s employment with the Company terminates voluntarily (other than for Good Reason by Employee) or for Cause by the Company or due to Employee’s death or disability, then (i) all vesting of unvested or restricted shares of Company common stock or of any outstanding options under any stock option and stock incentive plans of the Company or otherwise held by Employee will terminate immediately; (ii) all payments of compensation by the Company to Employee hereunder will terminate immediately (except as to the Accrued Obligations), and (iii) Employee will only be eligible for severance benefits in accordance with the Company’s established policies as then in effect.

Involuntary Termination after a Change of Control. In the event of a Change of Control (as defined below) and, immediately prior to, upon or within two (2) years after the date of the Change of Control, Employee is terminated without Cause (including by means of a Non-Extension Notice) or voluntarily terminates for Good Reason (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of Employee’s death or disability) and provided that such termination constitutes a Separation and Employee signs and does not revoke a Release and such Release becomes effective by the Deadline, then Employee shall not receive the severance set forth in Section 9B above and shall instead receive (subject to Section 9F and in addition to the Accrued Obligations) the following: (i) a lump sum payment equal to two (2) years of Base Salary, plus an amount equal to the greater of the average of the two (2) prior years’ bonuses or fifty percent (50%) of Employee’s Base Salary, which shall be paid on the Company’s first normal payroll date that occurs on or after the Deadline (and in all events within thirty (30) days after the Separation), (ii) the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse, or domestic partner and dependents) Company health insurance under COBRA from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) lose health care coverage as an employee under the Company’s health plans until the earlier of: (1) a date two (2) years after the date health care coverage is lost as an employee; or (2) a date on which the Employee is covered under the medical plan of another employer, which does not exclude pre-existing conditions.

Change of Control Benefits. In the event of a Change of Control during Employee’s employment, any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise held by Employee at the time of the Change of Control will have such vesting accelerated so as to become 100% vested and exercisable and will remain exercisable for a period of seven (7) years following the date of Employee’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Code), subject to the terms of the applicable plan and award agreement.

No Mitigation. Employee shall not be required to mitigate the amount of any payment or benefit contemplated by this Section 9, nor shall any such payment or benefit be reduced by any earnings or benefits that the Employee may receive from any other source.

Termination by Company. Any decision by Company to terminate this Agreement and/or Employee’s employment shall require the affirmative approval of a majority of then-existing members of the Board.

Cause. For purposes of this Agreement, “Cause” is defined as (i) gross negligence or willful misconduct in the performance of Employee’s duties to the Company after written notice to Employee and the failure to cure same within ten (10) business days after receipt of written notice; (ii) refusal or failure to act in accordance with any lawful specific direction or order of the Board after written notice to Employee of such refusal or failure and failure to cure the same within ten (10) days after receipt of written notice; (iii) commission of any act of fraud with respect to the Company; (iv) Employee’s material breach of any written agreement or material policy of the Company after written notice to Employee of such breach and failure to cure, if curable, the same within ten (10) business days after receipt of written notice; and (v) Employee’s conviction of, or plea of nolo contendre to, a crime which adversely affects the Company’s business or reputation, in each case as determined by the Board; (vi) Employee’s willful unauthorized disclosure of Confidential Information (as defined in the Company’s Confidential Disclosure policy); (vii) continued or excessive absences or tardiness, after an official warning has been issued and failure to cure (not including authorized leaves of absence, FMLA leave, or absences that are a result of an accommodation under ADA).

Change of Control. For purposes of this Agreement, “Change of Control” of the Company is defined as: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the total voting power represented by the Company’s then outstanding voting securities; or (ii) the date of the consummation of a merger or consolidation of the Company with any other corporation that has been approved by the shareholders of the Company, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than ninety percent (90%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of the Company approve a plan of complete liquidation of the Company; or (iv) the date of the consummation of the sale or disposition by the Company of all or substantially all the Company’s assets; provided that a transaction shall not constitute a Change of Control for purposes of this Agreement unless it is a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code.

Good Reason. For purposes of this Agreement, “Good Reason” is defined as a voluntary resignation by Employee upon thirty (30) days prior written notice to the Company, within sixty (60) days following the occurrence of one or more of the following events without Employee’s prior written consent: (i) a material reduction in Employee’s responsibilities, authority, titles or offices resulting in material diminution of his position, excluding for this purpose an isolated, insubstantial, inadvertent action not taken in bad faith; (ii) a reduction of more than ten percent (10%) of Employee’s Base Salary; (iii) relocation of Employee’s primary place of business for the performance of his duties to a location which is more than fifty (50) miles from its prior location; or (iv) a material breach by the Company of this Agreement; and provided further that the Company shall have thirty (30) days after delivery of such notice to cure, and only if the Company does not cure within that time shall there be Good Reason.

Non-Solicitation. Employee agrees that while he is employed by the Company and for an two (2) year period thereafter, he will not (except in furtherance of his employment with the Company), without the prior written consent of the Company, directly or indirectly solicit, induce, or attempt to solicit or induce any employee, agent, or other representative or associate of the Company or any Company affiliate to terminate its relationship with the Company or any Company affiliate or in any way interfere with such a relationship or a relationship between the Company or any Company affiliate.

Assignment. This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors, and legal representatives of Employee upon Employee’s death and (b) any successor of the Company. Any such successor of the Company will be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose, “successor” means any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company. None of the rights of Employee to receive any form of compensation payable pursuant to this Agreement may be assigned or transferred except by will or the laws of descent and distribution. Any other attempted assignment, transfer, conveyance, or other disposition of Employee’s right to compensation or other benefits will be null and void.

Confidentiality, Non-Compete, Waiver and Assignment of Inventions. Employee shall be subject to Company policy regarding Confidentiality, Non-Compete and Assignment of Inventions and has signed and will continue to be subject to the Company’s Confidentiality Agreement, Non-compete Agreement and the Invention Assignment Agreement.

Employee’s restrictive covenants as set forth in this Agreement shall be applicable to all companies included in the Company Group.

Specific Performance. The Employee hereby acknowledges and agrees that the restrictions on his activities contained in Section 12C (collectively, the “Restrictive Covenants”) are necessary for the reasonable protection of the Company and are a material inducement to the Company entering into this Agreement. Employee further agrees and acknowledges that the services he provides to TuHURA during his employment are of a special and unique character and place his in a position of trust and confidence with respect to the Confidential Information, Confidential Documents, customers, and employees of TuHURA Biosciences, Inc. The Employee further acknowledges that a breach or threatened breach of any such provisions would cause irreparable harm to the Company for which there is no adequate remedy at law. The Employee agrees that in the event of any breach or threatened breach of any provisions of the Restrictive Covenants, the Company may, in addition to any other rights or remedies it may have obtain a temporary, preliminary or permanent injunction or injunctions and temporary restraining order or orders to prevent actual or threatened breaches of such provisions and to specifically enforce the terms and provisions thereof. Without regard to whether TuHURA seeks or is granted any such equitable relief, TuHURA will not be prejudiced in its right to seek and be awarded damages for any breach of any of the Restrictive Covenants. Employee understands that the rights and remedies provided for in this Agreement are cumulative and will be in addition to any rights and remedies otherwise available to TuHURA under applicable law.

No Running of Covenant During Breach. Employee further agrees and acknowledges that should legal proceedings be initiated by TuHURA to enforce any of the Restrictive Covenant contained in Section 12C, the duration of the Restrictive Covenants, will start on the date of the entry of an order granting TuHURA injunctive, monetary or other relief from Employee’s actual or threatened breach of said covenant and will remain in effect for the succeeding two (2) years. Employee acknowledges that the purpose and effect of the Restrictive Covenants would be frustrated by measuring the duration of that covenant from the date of the end of Employee’s employment with the Company if Employee fails to honor the covenant until directed to do so by court order at a later date.

Forfeiture of Payments. In the event that it is determined that the Employee has breached any of the provisions of the Restrictive Covenants, then the Company may require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits derived or received by him as a result of any transaction constituting a breach of any of the provisions of the Restrictive Covenants (the “Benefits”) and the Employee agrees to account for and pay over to the Company any such Benefits.