Exhibit
4.4


 


      ,
2010


 


Global
Hunter Securities, LLC


400
Poydras Street, Suite 1510


New
Orleans, Louisiana 70130


 


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 undersigned agrees that,
without the prior written consent of GHS, not to be unreasonably withheld it
will not, during the Lock-Up Period, make any demand for or exercise any right
with respect to, the registration of any Securities or any security convertible
into or exercisable or exchangeable for the Securities.


 


3.                                      The Lock-Up Period will
commence on the date of this Lock-Up Agreement and continue and include the
date 90 days after the public offering date set forth on the final prospectus
used to sell the Securities (the “Public Offering Date”)
pursuant to the Placement Agency Agreement.


 


4.                                      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.


 


5.                                      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)                              if the undersigned is an
individual, to a corporation controlled by that individual


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.


 


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]