FORM OF PARENT STOCKHOLDER SUPPORT AGREEMENTParent Stockholder Support Agreement • November 8th, 2024 • Allovir, Inc. • Biological products, (no disgnostic substances) • Delaware
This Support Agreement (this “Agreement”) is made and entered into as of [•], 2024, by and among Kalaris Therapeutics, Inc., a Delaware corporation (the “Company”), AlloVir, Inc., a Delaware corporation (“Parent”), and the undersigned holder (the “Stockholder”) of Shares (as defined below) of Parent. Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER by and among ALLOVIR, INC., AURORA MERGER SUB, INC. and KALARIS THERAPEUTICS, INC. Dated as of November 7, 2024Merger Agreement • November 8th, 2024 • Allovir, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 7, 2024, by and among AlloVir, Inc., a Delaware corporation (“Parent”), Aurora Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Kalaris Therapeutics, Inc., a Delaware corporation (the “Company”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • November 8th, 2024 • Allovir, Inc. • Biological products, (no disgnostic substances)
The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement’’) understands that AlloVir, Inc., a Delaware corporation (“Parent”), is entering into an Agreement and Plan of Merger, dated as of [•], 2024 (as the same may be amended from time to time, the “Merger Agreement’’) with Aurora Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, and Kalaris Therapeutics, 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.
FORM OF COMPANY STOCKHOLDER SUPPORT AGREEMENTCompany Stockholder Support Agreement • November 8th, 2024 • Allovir, Inc. • Biological products, (no disgnostic substances) • Delaware
This Support Agreement (this “Agreement”) is made and entered into as of [•], 2024, by and among Kalaris Therapeutics, Inc., a Delaware corporation (the “Company”), AlloVir, Inc., a Delaware corporation (“Parent”), and the undersigned holder (the “Stockholder”) of Shares (as defined below) of the Company. Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
