Exhibit 10.5


 


LOCK-UP AGREEMENT


 


February ___,
2021


 


180
Life Sciences Corp.


 


		Re:	Securities Purchase Agreement, dated as of February 19, 2021 (the “Purchase Agreement”),
between 180 Life Sciences Corp. (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) November 6, 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 shares of Common Stock of the Company
or securities convertible, exchangeable or exercisable into, shares of Common Stock 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 or (b) in the form of a distribution to limited partners, limited
liability company members or stockholders of the undersigned;


 


		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; or


 


		vii)	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 shares of Common Stock to the undersigned
upon (i) exercise any options granted under any employee benefit plan of the Company; provided that any shares of Common Stock
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 shares of Common Stock 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 shares of Common Stock 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.


 


*** 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 shares of Common Stock


 


	 
	Number of shares of Common Stock 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.


 


180 LIFE SCIENECES CORP.


 


	By: 	 	 
	Name:	 	 
	Title:	 	 


 


 


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