FORM OF LOCK-UP AGREEMENT
AUGUST 5, 2019
This Lock-Up Agreement (this Agreement) is executed in connection with the Agreement and Plan of Merger (the Merger Agreement) by and among Aquinox Pharmaceuticals, Inc., a Delaware corporation (the Parent), Apollo Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (Merger Sub), and Neoleukin Therapeutics, Inc., a Delaware corporation (the Company), dated as of August 5, 2019. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Merger Agreement.
In connection with, and as an inducement to, the parties entering into the Merger Agreement and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned, by executing this Agreement, agrees that, without the prior written consent of the Parent and the Company, during the period commencing on the date hereof and continuing until the end of the Lock-Up Period (as hereinafter defined), the undersigned will not: (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of or lend, directly or indirectly, any shares of Common Stock, $0.000001 par value per share, of Parent (the Parent Common Stock) or any securities convertible into, exercisable or exchangeable for or that represent the right to receive Parent Common Stock (including without limitation, Parent Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) whether now owned or hereafter acquired (the Securities); (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Parent Common Stock or such other securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to, the registration of any Parent Common Stock or any security convertible into or exercisable or exchangeable for Parent Common Stock; (4) except for the Parent Stockholder Support Agreement, grant any proxies or powers of attorney with respect to any Securities, deposit any Securities into a voting trust or enter into a voting agreement or similar arrangement or commitment with respect to any Securities; or (5) publicly disclose the intention to do any of the foregoing (each of the foregoing restrictions, the Lock- Up Restrictions).
Notwithstanding the terms of the foregoing paragraph, this Agreement and the Lock-Up Restrictions shall automatically terminate and cease to be effective on the date that is the earlier to occur of (i) the date of approval of the Parent Stockholder Matters by the stockholders of Parent, (ii) November 13, 2019 (such date, as the same may be extended, the Lock-Up Outside Date), provided, however, that such date may be extended one time by 30 calendar days if: (1) despite Parents good faith efforts to obtain the approval of Parents stockholders to the Parent Stockholder Matters, Parent has not obtained such approval of the Parent Stockholders Matters by the original Lock-Up Outside Date, and (2) Parent determines in good faith (and confirms in writing to the undersigned that it has so determined in a certificate executed on behalf of the Company by either the Chief Executive Officer or the Chief Financial