Exhibit A
LOCK-UP LETTER AGREEMENT
XXXXXX BROTHERS INC.
XX XXXXX & CO., LLC
XXXXX XXXXXXX & CO.
XXXXXXX & COMPANY, INC.
As Representative(s) of the several
Underwriters named in Schedule 1,
c/x Xxxxxx Brothers Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
The undersigned understands that you and certain other firms (the
"Underwriters") propose to enter into an Underwriting Agreement (the
"Underwriting Agreement") providing for the purchase by the Underwriters of
shares (the "Shares") of Common Stock, par value $0.001 per share (the "Common
Stock"), of Sunesis Pharmaceuticals, Inc., a Delaware corporation (the
"Company"), and that the Underwriters propose to reoffer the Shares to the
public (the "Offering").
In consideration of the execution of the Underwriting Agreement by the
Underwriters, and for other good and valuable consideration, the undersigned
hereby irrevocably agrees that, without the prior written consent of Xxxxxx
Brothers Inc. and XX Xxxxx & Co., LLC, on behalf of the Underwriters, the
undersigned will not, directly or indirectly, (1) offer for sale, sell, pledge,
or otherwise dispose of (or enter into any transaction or device that is
designed to, or could be expected to, result in the disposition by any person at
any time in the future of) any shares of Common Stock (including, without
limitation, shares of Common Stock that may be deemed to be beneficially owned
by the undersigned in accordance with the rules and regulations of the
Securities and Exchange Commission and shares of Common Stock that may be issued
upon exercise of any option or warrant) or securities convertible into or
exchangeable for Common Stock, or (2) enter into any swap or other derivatives
transaction that transfers to another, in whole or in part, any of the economic
benefits or risks of ownership of shares of Common Stock, whether any such
transaction described in clause (1) or (2) above is to be settled by delivery of
Common Stock or other securities, in cash or otherwise, for a period of 180 days
after the date of the final prospectus relating to the Offering (such 180-day
period, the "Lock-Up Period").
The foregoing paragraph shall not apply to (1) transfers of Common Stock or
securities convertible into or exchangeable or exercisable for any shares of
Common Stock made as a bona fide gift or gifts, provided that the donee or
donees thereof agree in writing to be bound by the terms of this Lock-Up Letter
Agreement prior to such transfer, (2) transfers of Common Stock or securities
convertible into or exchangeable or exercisable for any shares of Common Stock
to an immediate family member of the undersigned or to any trust for the direct
or indirect benefit of the undersigned or an immediate family member of the
undersigned, provided that the transferee
agrees in writing to be bound by the terms of this Lock-Up Letter Agreement
prior to such transfer and (3) distributions to partners, members, shareholders
or affiliates of the undersigned, provided that the undersigned is a limited
partnership, limited liability company or corporation and the distributees
thereof agree in writing to be bound by the terms of this Lock-Up Letter
Agreement prior to such distribution.
Notwithstanding the foregoing, if (1) during the last 17 days of the
Lock-Up Period, the Company issues an earnings release or material news or a
material event relating to the Company occurs or (2) prior to the expiration of
the Lock-Up Period, the Company announces that it will release earnings results
during the 16-day period beginning on the last day of the Lock-Up Period, then
the restrictions imposed by this Lock-Up Letter Agreement shall continue to
apply until the expiration of the 18-day period beginning on the issuance of the
earnings release or the announcement of the material news or the occurrence of
the material event, unless Xxxxxx Brothers Inc. and XX Xxxxx & Co., LLC waive,
in writing, such extension.
In furtherance of the foregoing, the Company and its transfer agent are
hereby authorized to decline to make any transfer of securities if such transfer
would constitute a violation or breach of this Lock-Up Letter Agreement.
It is understood that, if the Company notifies the Underwriters that it
does not intend to proceed with the Offering, if the Underwriting Agreement does
not become effective, or if the Underwriting Agreement (other than the
provisions thereof that survive termination) shall terminate or be terminated
prior to payment for and delivery of the Shares, the undersigned shall have no
further obligations under this Lock-Up Letter Agreement.
The undersigned understands that the Company and the Underwriters will
proceed with the Offering in reliance on this Lock-Up Letter Agreement.
Whether or not the Offering actually occurs depends on a number of factors,
including market conditions. Any Offering will only be made pursuant to an
Underwriting Agreement, the terms of which are subject to negotiation between
the Company and the Underwriters.
The terms of this Lock-Up Letter Agreement shall be construed in accordance
with the laws of the State of New York.
[Signature Page Follows]
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The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this Lock-Up Letter Agreement and that,
upon request, the undersigned will execute any additional documents necessary in
connection with the enforcement hereof. Any obligations of the undersigned shall
be binding upon the heirs, personal representatives, successors and assigns of
the undersigned.
Very truly yours,
WARBURG PINCUS EQUITY PARTNERS, L.P.
By: WARBURG PINCUS & CO.
It's General Partner
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(Name of Stockholder - Please Print)
/s/ Xxxxxxxx Xxxx
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(Signature)
Xxxxxxxx Xxxx
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(Name of Signatory if Stockholder is an
entity--Please Print)
Partner
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(Title of Signatory if Stockholder is an
entity--Please Print)
Dated: December 15, 2004
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The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this Lock-Up Letter Agreement and that,
upon request, the undersigned will execute any additional documents necessary in
connection with the enforcement hereof. Any obligations of the undersigned shall
be binding upon the heirs, personal representatives, successors and assigns of
the undersigned.
Very truly yours,
WARBURG PINCUS NETHERLANDS EQUITY
PARTNERS I, C.V.
By: WARBURG PINCUS & CO.
It's General Partner
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(Name of Stockholder - Please Print)
/s/ Xxxxxxxx Xxxx
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(Signature)
Xxxxxxxx Xxxx
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(Name of Signatory if Stockholder is an
entity--Please Print)
Partner
----------------------------------------
(Title of Signatory if Stockholder is an
entity--Please Print)
Dated: December 15, 2004
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The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this Lock-Up Letter Agreement and that,
upon request, the undersigned will execute any additional documents necessary in
connection with the enforcement hereof. Any obligations of the undersigned shall
be binding upon the heirs, personal representatives, successors and assigns of
the undersigned.
Very truly yours,
WARBURG PINCUS NETHERLANDS EQUITY
PARTNERS II, C.V.
By: WARBURG PINCUS & CO.
It's General Partner
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(Name of Stockholder - Please Print)
/s/ Xxxxxxxx Xxxx
----------------------------------------
(Signature)
Xxxxxxxx Xxxx
----------------------------------------
(Name of Signatory if Stockholder is an
entity--Please Print)
Partner
----------------------------------------
(Title of Signatory if Stockholder is an
entity--Please Print)
Dated: December 15, 2004
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The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this Lock-Up Letter Agreement and that,
upon request, the undersigned will execute any additional documents necessary in
connection with the enforcement hereof. Any obligations of the undersigned shall
be binding upon the heirs, personal representatives, successors and assigns of
the undersigned.
Very truly yours,
WARBURG PINCUS NETHERLANDS EQUITY
PARTNERS III, C.V.
By: WARBURG PINCUS & CO.
It's General Partner
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(Name of Stockholder - Please Print)
/s/ Xxxxxxxx Xxxx
----------------------------------------
(Signature)
Xxxxxxxx Xxxx
----------------------------------------
(Name of Signatory if Stockholder is an
entity--Please Print)
Partner
----------------------------------------
(Title of Signatory if Stockholder is an
entity--Please Print)
Dated: December 15, 2004
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