Exhibit 10.4


 


LOCK-UP
AGREEMENT


 


March
___, 2021


PAINREFORM
LTD.


 


		Re:	Securities
                                         Purchase Agreement, dated as of March 8, 2021 (the “Purchase Agreement”),
                                         between Painreform Ltd. (the “Company”) and the purchasers signatory thereto
                                         (each, a “Purchaser” and, collectively, the “Purchasers”)



 


Ladies and
Gentlemen:


 


Defined
terms not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings set forth
in the Purchase Agreement. Pursuant to Section 2.2(a) of the Purchase Agreement and in satisfaction of a condition of the Company’s
obligations under the Purchase Agreement, the undersigned irrevocably agrees with the Company that, from the date hereof until
the earlier of (x) 60 days after the Effective Date (provided, that with respect to clause (a) of such definition, only if the
Registration Statement registers for resale all Shares and Warrant Shares) and (y) September 8, 2021 (such period, the “Restriction
Period”), the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter
into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition
or effective economic disposition due to cash settlement or otherwise) by the undersigned or any Affiliate of the undersigned
or any person in privity with the undersigned or any Affiliate of the undersigned), directly or indirectly, or establish or increase
a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), with respect to, any Ordinary Shares of the Company
or securities convertible, exchangeable or exercisable into, Ordinary Shares of the Company beneficially owned, held or hereafter
acquired by the undersigned (the “Securities”). Beneficial ownership shall be calculated in accordance with
Section 13(d) of the Exchange Act. In order to enforce this covenant, the Company shall impose irrevocable stop-transfer instructions
preventing the transfer agent of the Company from effecting any actions in violation of this Letter Agreement.


 


Notwithstanding
the foregoing, and subject to the conditions below, the undersigned may transfer the Securities provided that (1) the Company
receives a signed lock-up letter agreement (in the form of this Letter Agreement) for the balance of the Restriction Period from
each donee, trustee, distributee, or transferee, as the case may be, prior to such transfer, (2) any such transfer shall
not involve a disposition for value, (3) such transfer is not required to be reported with the Securities and Exchange Commission
in accordance with the Exchange Act and no report of such transfer shall be made voluntarily, and (4) neither the undersigned
nor any donee, trustee, distributee or transferee, as the case may be, otherwise voluntarily effects any public filing or report
regarding such transfers, with respect to transfer:


 


	 	i)	as a bona fide gift
    or gifts;


 


	 	ii)	to any immediate family member or to any trust
    for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this Letter
    Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than
    first cousin);


 






     


     


    

 


	 	iii)	to any corporation, partnership, limited liability
    company, or other business entity all of the equity holders of which consist of the undersigned and/or the immediate family
    of the undersigned;


 


	 	iv)	if the undersigned is a corporation, partnership,
    limited liability company, trust or other business entity (a) to another corporation, partnership, limited liability company,
    trust or other business entity that is an Affiliate of the undersigned (b) in the form of a distribution to limited partners,
    limited liability company members or stockholders of the undersigned, or (c) in connection with a sale, merger or transfer
    of all or substantially all of the assets of the undersigned or any other change of control of the undersigned, not undertaken
    for the purpose of avoiding the restrictions imposed by this Letter Agreement;


 


	 	v)	if the undersigned is a trust, to the beneficiary
    of such trust;


 





	 	vi)	by will, other testamentary document or intestate succession to the legal representative,
    heir, beneficiary or a member of the immediate family of the undersigned;
	 	 	 
	 	vii)	by operation of law, such as pursuant to a qualified domestic order or in connection with
    a divorce settlement, or


 


	 	viii)	of securities purchased in open market transactions
    after the Closing Date.


   


In
addition, notwithstanding the foregoing, this Letter Agreement shall not restrict the delivery of Ordinary Shares to the undersigned
upon (i) exercise any options granted under any employee benefit plan of the Company; provided that any shares of Ordinary Shares
or Securities acquired in connection with any such exercise will be subject to the restrictions set forth in this Letter Agreement,
or (ii) the exercise of warrants; provided that such Ordinary Shares delivered to the undersigned in connection with such exercise
are subject to the restrictions set forth in this Letter Agreement.


 


Furthermore,
the undersigned may enter into any new plan established in compliance with Rule 10b5-1 of the Exchange Act; provided that (i)
such plan may only be established if no public announcement or filing with the Securities and Exchange Commission, or other applicable
regulatory authority, is made in connection with the establishment of such plan during the Restriction Period and (ii) no sale
of Ordinary Shares are made pursuant to such plan during the Restriction Period.


 


The
undersigned acknowledges that the execution, delivery and performance of this Letter Agreement is a material inducement to each
Purchaser to complete the transactions contemplated by the Purchase Agreement and the Company shall be entitled to specific performance
of the undersigned’s obligations hereunder. The undersigned hereby represents that the undersigned has the power and authority
to execute, deliver and perform this Letter Agreement, that the undersigned has received adequate consideration therefor and that
the undersigned will indirectly benefit from the closing of the transactions contemplated by the Purchase Agreement.


 






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This
Letter Agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company and
the undersigned. This Letter Agreement shall be construed and enforced in accordance with the laws of the State of New York without
regard to the principles of conflict of laws. The undersigned hereby irrevocably submits to the exclusive jurisdiction of the
United States District Court sitting in the Southern District of New York and the courts of the State of New York located in Manhattan,
for the purposes of any suit, action or proceeding arising out of or relating to this Letter Agreement, and hereby waives, and
agrees not to assert in any such suit, action or proceeding, any claim that (i) it is not personally subject to the jurisdiction
of such court, (ii) the suit, action or proceeding is brought in an inconvenient forum, or (iii) the venue of the suit, action
or proceeding is improper. The undersigned hereby irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by receiving a copy thereof sent to the Company at the address in effect for notices
to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice
thereof. The undersigned hereby waives any right to a trial by jury. Nothing contained herein shall be deemed to limit in any
way any right to serve process in any manner permitted by law. The undersigned agrees and understands that this Letter Agreement
does not intend to create any relationship between the undersigned and any Purchaser and that no Purchaser is entitled to cast
any votes on the matters herein contemplated and that no issuance or sale of the Securities is created or intended by virtue of
this Letter Agreement.


 


This
Letter Agreement shall be binding on successors and assigns of the undersigned with respect to the Securities and any such successor
or assign shall enter into a similar agreement for the benefit of the Purchasers.


 


It
is understood that, this Letter Agreement shall automatically terminate, and the undersigned shall be released from its obligations
hereunder, upon the earliest to occur, if any, of (i) prior to the execution of the Purchase Agreement, the Company advises Maxim
Group LLC in writing that it has determined not to proceed with the offering, (ii) the Purchase Agreement is executed but is terminated
prior to payment for and delivery of the Securities, or (iii) March 31, 2021, in the event that the Purchase Agreement has not
been executed by such date.


 


***
SIGNATURE PAGE FOLLOWS***


 




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This
Letter Agreement may be executed in two or more counterparts, all of which when taken together may be considered one and the same
agreement.


 


		 
	Signature	 
		 
	 	 
	Print Name	 
		 
	 	 
	Position in Company, if any	 
	 	 
	 	 
	Address for Notice:	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	Number of Ordinary Shares	 



 





	 
	Number of Ordinary Shares underlying subject to warrants, options, debentures or other convertible
    securities



 





By
signing below, the Company agrees to enforce the restrictions on transfer set forth in this Letter Agreement.


 


	PAINREFORM LTD.	 
	 	 	 
	By: 	                 	 
	Name:	 	 
	Title:	 	 



 


 


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