Exhibit
4.5


 


      ,
2010


 


Global
Hunter Securities, LLC


400
Poydras Street, Suite 1510


New
Orleans, Louisiana 70130


 


And


 


Lorus
Therapeutics Inc.


2
Meridian Road


Toronto,
Ontario


M9W
4Z7


 


Ladies &
Gentlemen:


 


1.             As an inducement to Global Hunter Securities, LLC (“GHS”) to execute and act as Placement Agent under a
Placement Agency Agreement proposed to be entered into with Lorus Therapeutics
Inc. (the “Company”), pursuant to which an
offering of common shares of the Company or any successor (by merger or otherwise)
thereto (the “Securities”) will be made pursuant
to an F-1 registration statement that is to be filed with the United States
Securities Exchange Commission (the “Offering”) ,
the undersigned hereby agrees that during the period specified in paragraph 2
below (the “Lock-Up Period”), the
undersigned will not offer, sell, contract to sell, pledge or otherwise dispose
of, directly or indirectly, any Securities or securities convertible into or
exchangeable or exercisable for any Securities, whether now owned or
hereinafter acquired, owned directly by the undersigned (including holding as a
custodian) or with respect to which the undersigned has beneficial ownership
within the rules and regulations of the United States Securities and
Exchange Commission, and will not 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 such
Securities, whether any such aforementioned transaction is to be settled by
delivery of the Securities or other securities, in cash or otherwise, (and each
of the foregoing referred to as a “Transfer”) or,
except as required by applicable law, publicly disclose the intention to make
any such Transfer, without, in each case, the prior written consent of GHS,
such consent not to be unreasonably withheld.


 


2.             The Lock-Up Period will commence on the date that
the Company notifies the undersigned in writing that it has closed the Offering
and shall terminate on the earlier of:


 


(a)           45 days after
such closing; and


(b)           August 1,
2010.


 


3.             Any Securities received upon exercise of options
granted to the undersigned will also be subject to this Agreement.  Any Securities acquired by the undersigned in
the open market after the Public Offering Date will not be subject to this
Agreement.


 


4.             Notwithstanding the foregoing paragraphs 1, 2 and 3,
the undersigned may


 

















 


(a)           Transfer any or all of the Securities


 


(i)      as a bona fide gift or
gifts, provided that the donee or donees thereof agree to be bound in writing
by the restrictions set forth herein, or


(ii)    to any trust for the direct
or indirect benefit of the undersigned or the immediate family of the
undersigned, provided that the trustee of the trust agrees to be bound in
writing by the restrictions set forth herein, and provided further that any
such transfer shall not involve a disposition for value,


(iii)   if the undersigned is a
corporation, the corporation may transfer the Securities to any wholly owned subsidiary
of such corporation, or


(iv)   in the case of the undersigned, a distribution to
the undersigned’s investors


 


provided
that in any Transfer contemplated in (i), (ii), (iii) and (iv) above,
it shall be a condition to the Transfer that the transferee execute a Lock-Up
Agreement stating that the transferee is receiving and holding such Securities
subject to the provisions of this Lock-Up Agreement and there shall be no
further transfer of such Securities except in accordance with this Lock-Up
Agreement.  For purposes of this Lock-Up
Agreement, “immediate family” shall mean any relationship by blood, marriage or
adoption, not more remote than first cousin;


(b)     Transfer any or all of the
Securities pursuant to a private transaction that is exempt from the prospectus
and registration requirements of applicable securities laws;


(c)     if the undersigned is an
individual, upon such individual ceasing to be a director of the Company or
upon the death, termination of employment of or loss of office of such individual
from the Company (provided that the individual is not, and will not be after
such event, employed by a subsidiary of the Company), the undersigned or the
executor of the undersigned’s estate (upon the death of the undersigned) may
Transfer any or all of the Securities;


(d)     Transfer any or all of the
Securities pursuant to a bona fide take over bid made to all shareholders of,
or for a majority of the Securities of, the Company, or plan of arrangement
involving the Company, or other similar acquisition transaction; and


(e)     pledge any or all of the
Securities to a bank or other financial institution, for the purpose of giving
collateral for a debt incurred in good faith.


 


5.             In addition, the undersigned agrees that, without
the prior written consent of GHS, such consent not to be unreasonably withheld,
it will not, during the Lock-Up Period, exercise any of its rights under the
registration rights agreement between the undersigned and the Company dated as
of August 30, 2006, as amended.


 


6.             In furtherance of the foregoing, the Company and its
transfer agent and registrar are hereby authorized to decline to make any
transfer of shares of Securities if such transfer would constitute a violation
or breach of this Agreement


 


7.             This Agreement
shall be binding on the undersigned and the successors, heirs, personal
representatives and assigns of the undersigned. 
This agreement shall be governed by,
and construed in accordance with, the laws of the State of New York.


 

















 


Very
truly yours,


 


 


	
   

  	
   

  	
   

  
	
  [Name]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [Address]