Exhibit 4.3
FORM OF LOCK-UP AGREEMENT
April 22, 2005
Geron Corporation
000 Xxxxxxxxxxxx Xxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
Attention: Chief Financial Officer
Ladies and Gentlemen:
Geron Corporation, a Delaware corporation, (the "Company"), and certain
investors including the undersigned, have entered into a Common Stock Purchase
Agreement dated as of the date hereof (the "Purchase Agreement"), providing for
the purchase of __________ shares (the "Shares") of the Company's Common Stock,
par value $0.001 ("Company Common Stock") and a warrant (the "Warrant") to
purchase __________ shares of Company Common Stock (the "Warrant Shares") by the
undersigned. The Shares, the Warrant and the Warrant Shares are collectively
referred to herein as the "Securities."
Pursuant to the Purchase Agreement, the undersigned hereby agrees that,
without the prior written consent of the Company, it will not, during the period
commencing on the date hereof and ending on April 22, 2007, offer, sell,
contract to sell, pledge or otherwise dispose of, directly or indirectly, any of
the Securities or securities convertible into or exchangeable or exercisable for
any shares of Securities, enter into a transaction which would have the same
effect, or enter into any swap, hedge or other arrangement that transfers, in
whole or in part, any of the economic consequences of ownership of the
Securities or such other securities, in cash or otherwise, or publicly disclose
the intention to make any such offer, sale, pledge or disposition, or to enter
into any such transaction, swap, hedge or other arrangement. The foregoing
sentence shall not apply to transactions relating to shares of Company Common
Stock or other securities in each case acquired in open market transactions.
The undersigned confirms that the agreements of the undersigned are
irrevocable and shall be binding on the undersigned's legal representatives,
successors and assigns. The undersigned agrees and consents to the entry of stop
transfer instructions with the Company's transfer agent against the transfer of
securities of the Company held by the undersigned except in compliance with the
terms and conditions of this Lock-up Agreement. This Lock-up Agreement shall be
governed by, and construed in accordance with, the laws of the State of
California.
Very truly yours,
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By:
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Name:
Title:
