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).
WHEREAS, as of the date hereof, the Stockholder is the holder of the number of shares, par value $ per share (Company Shares), of Viracta Therapeutics, Inc., a Delaware corporation (Company), set forth opposite the Stockholders name on Schedule A (all Company Shares owned by the Stockholder, or hereafter issued to or otherwise acquired, whether beneficially or of record, or owned by the Stockholder prior to the termination of this Agreement, as well as shares set forth on Schedule A, being referred to herein as the Subject Shares);
WHEREAS, the Company, Parent and SOL MERGER SUB, INC., a Delaware corporation and wholly owned subsidiary of Parent (Merger Sub), propose to enter into an Agreement and Plan of Merger and Reorganization, dated as of the date hereof (the Merger Agreement), which provides, among other things, for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving company (the Merger), upon the terms and subject to the conditions set forth in the Merger Agreement (capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement); and
WHEREAS, as a condition to its willingness to enter into the Merger Agreement, the Parent has required that the Stockholder, and as an inducement and in consideration therefor, the Stockholder (in the Stockholders capacity as a holder of the Subject Shares) has agreed to, enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:
VOTING AGREEMENT; GRANT OF PROXY
The Stockholder hereby covenants and agrees that:
1.1. Voting of Subject Shares. From and after the date hereof, at every meeting of the holders of Company Shares (the Company Stockholders), however called, and at every adjournment or postponement thereof (or pursuant to a written consent if the Company Stockholders act by written consent in lieu of a meeting), the Stockholder shall, or shall cause the holder of record on any applicable record date to, be present (in person or by proxy) and to vote the Subject Shares (a) in favor of adopting the Merger Agreement and approving the Merger, the other Contemplated Transactions, the Company Stockholder Matters, and the other actions contemplated by the Merger Agreement, (b) against approval of any proposal made in opposition to, or in competition with, the Merger Agreement or the consummation of the Merger, and (c) against any Acquisition Proposal. Except as permitted under clauses (A) through (H) of Section 1.4 below, Stockholder shall retain at all times the right to vote the Subject Shares in Stockholders sole discretion and without any other limitation on those matters other than those set forth in this Section 1.1 that are at any time or from time to time presented for consideration to the Company Stockholders.
1.2. Voting in case of Adverse Recommendation Change. Notwithstanding the foregoing and subject to Section 5.2, if the Board of Directors of the Company has effected (and not withdrawn) a Company Board Adverse Recommendation Change with respect to an Acquisition Proposal in accordance with the Merger Agreement, then the obligation of the Stockholder to vote the Subject Shares as to which the Stockholder controls the right to vote in the manner set forth above in this Section 1.1 shall be modified such that the Stockholder, together with the other stockholders of Company entering into substantially similar voting