EXHIBIT 10.3
To: Each of the Purchasers named on Schedule 1 attached hereto,
and
Spectrum Pharmaceuticals, Inc.
157 Technology Drive
Irvine, California 92618
Att'n: CEO
Re: Lock-up Agreement - Preferred Stock and Warrant
Purchase Agreement
Dear Sirs/Madams:
The undersigned, being an officer and/or director of Spectrum
Pharmaceuticals, Inc., a Delaware corporation (the "Seller") understands that
(i) the Seller and each of the Purchasers named on Schedule 1 attached hereto
proposes to enter into a preferred stock and warrant purchase agreement (the
"Purchase Agreement") and certain other agreements (together with the Purchase
Agreement, the "Transaction"), pursuant to which the Purchasers will acquire up
to 600 shares of the Seller's newly designated Series D 8% Cumulative
Convertible Voting Preferred Stock, which are convertible into up to 2,553,191
shares of Common Stock (subject to adjustment in certain circumstances), and
warrants, including certain warrants issuable to one of the Purchasers pursuant
to a financial advisory agreement between the Seller and such Purchaser (all
such warrants, the "Warrants") to purchase up to 2,808,511 shares of Common
Stock (subject to adjustment in certain circumstances). The undersigned
understands that each Purchaser is willing to proceed with this transaction only
if the undersigned and all other officers and directors of the Seller severally
agree to this form of Lock-up Agreement. As used herein, "Common Stock" includes
any securities convertible into or exchangeable for, with or without the payment
of additional consideration, Common Stock.
The undersigned hereby warrants and represents as follows:
(i) The undersigned is familiar with the terms of the
Transaction, and the undersigned has had the
opportunity to discuss in detail the terms of the
Transaction with the other directors and officers of
the Seller;
(ii) The undersigned is beneficial owner of 5,750 shares
of Common Stock, including shares owned in any
individual retirement account; and
(iii) The undersigned has the full authority and capacity
to enter into and carry out all the terms of this
Lock-up Agreement, and the undersigned is not subject
to or bound by any agreement or instrument, or the
order of any court or other governmental authority
which in any way restricts the undersigned's
authority or capacity to enter into and carry out all
the terms of this Lock-up Agreement.
1
To induce each of the Purchasers and the Seller to enter into the
Purchase Agreement and the other agreements constituting the Transaction, and to
carry out the Transaction, and in consideration of the consummation of the
Transaction, the undersigned irrevocably agrees that the undersigned will not,
directly or indirectly,
(1) offer for sale, sell, pledge, assign, hypothecate or otherwise
create any interest in or dispose of (or enter into any
transaction or device that is designed to, or could reasonably
be expected to, result in any of the foregoing) any shares of
Common Stock (including, without limitation, shares of Common
Stock that the undersigned "beneficially owns" as defined in
Section 13(d) of the Securities Exchange Act of 1934, as
amended, including the rules and regulations of the Securities
and Exchange Commission thereunder, and shares of Common Stock
that may be issued upon exercise of any option or warrant, or
upon the occurrence of any future contingency) or securities
convertible into or exchangeable for (with or without the
payment of any additional consideration) Common Stock during
the Lock-up Period (as defined below), 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 such shares of Common Stock,
including, but not limited to, short sales, puts, calls or
other hedging transactions, including private hedging
transactions,
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,
during the Lock-up Period (as hereinafter defined).
As used herein, the "Lock-up Period" shall mean the period commencing
on the date of the Closing of the Transaction ("Closing Date"), and ending 180
days thereafter.
The Seller and its transfer agent are authorized to decline to make any
transfer of securities if such transfer would constitute a violation or breach
of this Lock-up Agreement.
The undersigned understands that Seller will proceed with the
Transaction in reliance on this Lock-up Agreement. The undersigned understands
and agrees that any shares of Common Stock which the undersigned acquires
hereafter under any circumstances shall be, without the necessity the execution
of any further document or instrument or any further act, covered by this
Lock-up Agreement.
Notwithstanding the foregoing, the undersigned may transfer any shares
of Common Stock or any securities convertible into or exchangeable or
exercisable for or deriving from shares of Common Stock during the undersigned's
lifetime or, upon the undersigned's death by will or intestacy, to the
undersigned's immediate family or trusts or other entities of which the
undersigned's immediate family are the only beneficiaries; provided, however,
that (i) prior to any transfer each transferee shall execute a copy of this
agreement and become bound thereby, and (ii) no such transfer, singly or in the
aggregate with other transfers, shall require the
2
registration under the Securities Act of 1933, as amended, of the shares so
transferred. For the purposes of this paragraph, "immediate family" shall mean
the undersigned's spouse, lineal descendants, parents and siblings.
The undersigned agrees that the undersigned will execute any additional
documents reasonably necessary or related to the enforcement of this Lock-up
Agreement. The undersigned's obligations under this Lock-up Agreement shall be
binding upon the undersigned's heirs, personal representatives, successors and
assigns. The undersigned agrees that this Lock-up Agreement shall be governed
and construed in accordance with the internal law of the State of New York,
without regard to choice-of-law principles.
Dated: May 7, 2003 Very truly yours,
_______________________________
Signature
_______________________________
Print Name