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Exhibit 4.8
FORM OF
PROMOTIONAL SHARES LOCK-IN AGREEMENT
I. This Promotional Shares Lock-In Agreement ("Agreement"), which was entered
into on the ___ day of __________, 1998, by and between Anthra
Pharmaceuticals, Inc. ("Issuer"), and __________ ("Security Holder")
witnesses that:
A. The Issuer has filed an application with the Securities
Administrator of the States of __________ ("Administrators") to
register certain of its Equity Securities for sale to public
investors who are residents of those states ("Registration");
B. The Security Holder is the owner of the shares of common stock or
similar securities and/or possesses convertible securities,
warrants, options or rights which may be converted into, or
exercised to purchase shares of common stock or similar securities
of Issuer.
C. As a condition to Registration, the Issuer and Security Holder
("Signatories") agree to be bond by the terms of this Agreement.
II. THEREFORE, the Security Holder agrees not to sell, pledge, hypothecate,
assign, grant any option for the sale of, or otherwise transfer or
dispose of, whether or not for consideration, directly or indirectly,
PROMOTIONAL SHARES as defined in the North American Securities
Administrators Association ("NASAA") Statement of Policy on Corporate
Securities Definitions and all certificates representing stock
dividends, stock splits, recapitalizations, and the like, that are
granted to, or received by, the Security Holder while the PROMOTIONAL
SHARES are subject to this Agreement ("Restricted Securities").
Beginning two years from the completion date of the public offering,
two and one-half percent (2 -1/2%) of the Restricted Securities may be
released each quarter pro rata among the Security Holders. All remaining
Restricted Securities shall be released from escrow on the anniversary of
the fourth year from the completion date of the public offering.
III. THEREFORE, the Signatories agree and will cause the following:
A. In the event of a dissolution, liquidation, merger, consolidation,
reorganization, sale or exchange of the Issuer's assets or
securities (including by way of tender offer), or any other
transaction or proceeding with a person who is not a Promoter, which
results in the distribution of the Issuer's assets or securities
("Distribution"), while this Agreement remains in effect that:
1. All holders of the Issuer's EQUITY SECURITIES will initially
share on a pro rata, per share basis in the Distribution, in
proportion to the amount of cash or other consideration that
they paid per share for their EQUITY SECURITIES (provided that
the Administrator has accepted the value of
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the other consideration), until the shareholders who purchased
the Issuer's EQUITY SECURITIES pursuant to the public offering
("Public Shareholders") have received, or have had irrevocably
set aside for them, an amount that is equal to one hundred
percent (100%) of the public offering's price per share times
the number of shares of EQUITY SECURITIES that they purchased
pursuant to the public offering and which they still hold at
the time of the Distribution, adjusted for stock splits, stock
dividends recapitalizations and the like; and
2. All holders of the Issuer's EQUITY SECURITIES shall thereafter
participate on an equal, per share basis times the number of
shares of EQUITY SECURITIES they hold at the time of the
Distribution, adjusted for stock splits, stock dividends,
recapitalizations and the like.
3. The Distribution may proceed on lesser terms and conditions
than the terms and conditions stated in paragraph 1 and 2
above if a majority of the EQUITY SECURITIES that are not held
by Security Holders, officers, directors, or Promoters of the
Issuer, or their associates or affiliates vote, or consent by
consent procedure, to approve the lesser terms and conditions.
B. In the event of a dissolution, liquidation, merger, consolidation,
reorganization, sale or exchange of the Issuer's assets or
securities (including by way of tender offer), or any other
transaction or proceeding with a person who is a Promoter, which
results in a Distribution while this Agreement remains in effect,
the Restricted Securities shall remain subject to the terms of this
Agreement.
C. Restricted Securities may be transferred by will, the laws of
descent and distribution, the operation of law, or by order of any
court of competent jurisdiction and proper venue.
D. Restricted Securities of a deceased Security Holder may be
hypothecated to pay the expenses of the deceased Security Holder's
estate. The hypothecated Restricted Securities shall remain subject
to the terms of this Agreement. Restricted Securities may not be
pledged to secure any other debt.
E. Restricted Securities may be transferred by gift to the Security
Holder's family members, provided that the Restricted Securities
shall remain subject to the terms of this Agreement.
F. With the exception of paragraph A.3 above, the Restricted Securities
shall have the same voting rights as similar EQUITY SECURITIES not
subject to the Agreement.
G. A notice shall be placed on the face of each stock certificate of
the Restricted Securities covered by the terms of the Agreement
stating that the transfer of the stock evidenced by the certificate
is restricted in accordance with the conditions set forth on the
reverse side of the certificate; and
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H. A typed legend shall be placed on the reverse side of each stock
certificate of the Restricted Securities representing stock covered
by the Agreement which states that the sale or transfer of the
shares evidenced by the certificate is subject to certain
restrictions until __________ (insert date of termination of the
Agreement) pursuant to an agreement between the Security Holder
(whether beneficial or of record) and the Issuer, which agreement is
on file with the Issuer and the stock transfer agent from which a
copy is available upon request and without charge.
I. The term of this Agreement shall begin on the date that the
Registration is declared effective by the Administrators ("Effective
Date") and shall terminate:
1. On the anniversary of the fourth year from the completion date
of the public offering; or
2. On the date the Registration has been terminated if no
securities were sold pursuant thereto; or
3. If the Registration has been terminated, the date that checks
representing all of the gross proceeds that were derived
therefrom and addressed to the public investors have been
placed in the U.S. Postal Service with first class postage
affixed; or
4. On the date the securities subject to this Agreement become
"Covered Securities," as defined under the National Securities
Markets Improvement Act of 1996.
J. This Agreement to be modified only with the written approval of the
Administrators.
IV. THEREFORE, the Issuer will cause the following:
A. A manually signed copy of the Agreement signed by the Signatories to
be filed with the Administrators prior to the Effective Date;
B. Copies of the Agreement and a statement of the per share initial
public offering price to be provided to the Issuer's stock transfer
agent;
C. Appropriate stock transfer orders to be placed with the Issuer's
stock transfer agent against the sale or transfer of the shares
covered by the Agreement prior to its expiration, except as may
otherwise be provided in this Agreement.
D. The above stock restriction legends to be placed on the periodic
statement sent to the registered owner if the securities subject to
this Agreement are uncertificated securities.
Pursuant to the requirements of this Agreement, the Signatories have entered
into this Agreement, which may be written in multiple counterparts and each of
which shall be considered
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an original. The Signatories have signed the Agreement in the capacities, and on
the dates, indicated.
IN WITNESS WHEREOF, the Signatories have executed this Agreement.
ANTHRA PHARMACEUTICALS, INC.
By:
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President
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Signature
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Printed Name of Security Holder
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Title, if applicable
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