Exhibit 99.G
FORM OF LOCK-UP LETTER AGREEMENT
XXXXXX BROTHERS INC.
As Representative 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 fines (the
"Underwriters") propose to enter into an Underwriting Agreement (the
"Underwriting Agreement") providing for the purchase by the Underwriters of
shares (the "Stock") of Common Stock, par value $0.0001 per share (the "Common
Stock"), of Sunesis Pharmaceuticals, Inc., a Delaware corporation (the
"Company"), and that the Underwriters propose to reoffer the Stock 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., 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 options or
warrants) or securities convertible into or exercisable or exchangeable for
Common Stock, (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, (3) make any demand for or exercise any right
or cause to be filed a registration statement, including any amendments thereto,
with respect to the registration of any shares of Common Stock or securities
convertible into or exercisable or exchangeable for Common Stock or any other
securities of the Company or (4) publicly disclose the intention to do any of
the foregoing, for a period commencing on the date hereof and ending on the 90th
day after the date of the Prospectus relating to the Offering (such 90-day
period, the "Lock-Up Period").
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. waives such extension in writing. The undersigned hereby further
agrees that, prior to engaging in any transaction or taking any other action
that is subject to the terms of this Lock-Up Letter Agreement durin the period
from the date of this Lock-Up Letter Agreement to and including the 34t day
following the expiration of the Lock-Up Period, it will give notice thereof to
the Company and will not consummate such transaction or take any such action
unless it has received written confirmation from the Company that the Lock-Up
Period (as such may have been extended pursuant to this paragraph) has expired.
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.
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 which survive termination) shall terminate or be terminated
prior to payment for and delivery of the Stock, the undersigned will be released
from its obligations under this Lock-Up Letter Agreement. Notwithstanding the
foregoing, if the Offering does not occur on or prior to August 31, 2007, this
Lock-Up Letter shall terminate upon such date and be of no further force and
effect.
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.
[Signature page follows]
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 Partners, LLC
its General Partner
By: Warburg Pincus & Co.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx A, Arenare
Title: Partner
Warburg Pincus Netherlands Equity Partners I, C.V.
By: Warburg Pincus Partners, LLC
its General Partner
By: Warburg Pincus & Co.
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------------------
Name: Xxxxx A, Arenare
Title: Partner
Warburg Pincus Netherlands Equity Partners III, C.V.
By: Warburg Pincus Partners, LLC
its General Partner
By: Warburg Pincus & Co.
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------------------
Name: Xxxxx A, Arenare
Title: Partner
Dated: May 17, 2007
