Exhibit 10.3 


 


SEPARATION
AND Release Agreement


 


THIS SEPARATION AND RELEASE
AGREEMENT (this “Agreement”) is made and entered into as of November 3, 2021 by and between NeuroBo
Pharmaceuticals, Inc., a Delaware corporation, whose address is 200 Berkeley Street, Office 19th Floor, Boston,
Massachusetts 02116 (the “Company”) and Richard Kang, Ph.D. whose
address is as reflected in the personnel records of the Company (“Employee”). Capitalized terms used but not
defined in this Agreement will have the meanings ascribed to them in that Employment Agreement between Employee and the Company dated
February 11, 2020 (the “Employment Agreement”).


 


Recitals


 


Whereas,
Employee has been employed as the Chief Executive Officer and President of the Company since January 1, 2020; and


 


Whereas,
the Company and Employee (collectively, the “Parties” and each, without distinction, a “Party”)
have mutually agreed to terminate Employee’s existing employment relationship with the Company on the terms and conditions set forth
in this Agreement.


 


Agreement


 


Now,
therefore, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency
of which are hereby expressly acknowledged, the Parties, intending to be legally bound, hereby agree as follows:


 


Article 1

EMPLOYMENT TERMINATION, PAYMENTS AND RESIGNATION


 


1.1            Termination
of Employment. Employee’s employment with the Company shall terminate on the earliest to occur of: (i) the
day immediately following the filing by the Company with the United States Securities and Exchange Commission (the “SEC”)
of a Quarterly Report on Form 10-Q the period ended September 30, 2021 or (ii) such earlier date as determined by Chairman
of the Board of Directors of the Company (the “Resignation Date”). From the date of this Agreement through the
Resignation Date, Employee will perform such transition and other duties as assigned by the Company. Effective as of the Resignation Date,
Employee hereby resigns from every office of the Company and the Company’s subsidiaries held by Employee; provided, however, Employee
shall continue to serve on the Company’s Board of Directors for the remainder of Employee’s current term until the earlier
of the annual meeting of the Company’s stockholders to be held in 2022, the election and qualification of Employee’s successor,
or until Employee’s resignation or removal from the Company’s Board of Directors. Additionally, following the Resignation
Date, Employee shall continue to serve as an officer and on the governing body of the Company’s subsidiary, NeuroBo Co., Ltd.,
until the election and qualification of Employee’s successor, or until Employee’s resignation or removal from such position
at NeuroBo Co., Ltd. The Company shall pay Employee’s compensation for hours worked through the Resignation Date, subject to
withholding and payable in accordance with the Company’s payroll practices. The Company will also pay Employee for Employee’s
accrued but unused Paid Time Off with Employee’s final paycheck, subject to withholding and payable in accordance with the Company’s
payroll practices. In addition, the Company will reimburse Employee for Employee’s outstanding documented business expenses remaining
on the Company’s books, which were properly reviewed and approved according to the Company’s policies in effect on the Resignation
Date. Employee will receive the above payments regardless of whether Employee signs this Agreement and regardless of whether this Agreement
becomes effective in accordance with Section 2.2. All of Employee’s benefits through the Company will end on the Resignation
Date.


 


1.2            Resignation
Consideration. As consideration for Employee’s agreements and releases set forth herein, and provided that Employee
executes and delivers this Agreement (without revoking same), executes and delivers the Signature to Update Release Provision appearing
after the signature page (without revoking the same) on or within seven (7) days after the Resignation Date, and Employee remains
in compliance with Employee’s obligations under this Agreement, then:


 





(a)            The
Company will pay Employee the aggregate sum of $150,000.00, which shall be paid in accordance with the Company’s normal payroll
practices in substantially equal amounts over our (4) months commencing within 60 days after the Resignation Date, subject to payroll
deductions and all required withholdings;


 






    	 	1	 



     


    

 


(b)            An
amount equal to $130,680.00, as the prorated amount of Employee’s annual bonus for 2021, payable by the Company within sixty (60)
days of the Resignation Date;


 


(c)            The
Company agrees to engage Employee to provide consulting services, and Employee agrees to provide consulting services, pursuant to the
terms and conditions of the consulting agreement attached hereto as Exhibit A
(the “Consulting Agreement”); and


 


(d)            Beginning
on the first day of the month following the Resignation Date and continuing through the date that is the twelve (12) month anniversary
of the Resignation Date (the “COBRA Period”), subject to Employee’s valid election to continue healthcare
coverage under Section 4980B of the Internal Revenue Code of 1986, as amended and the regulations thereunder (the “Code”),
the Company shall continue to provide Employee and Employee’s eligible dependents with coverage under the Company’s group
health plans at the same levels and the same cost to Employee as would have applied if Employee’s employment had not been terminated
based on Employee’s elections in effect on the Resignation Date (subject to any increase or decrease in such costs to Employee during
the COBRA Period that apply to others on such plan), provided, however, that (x) if any plan pursuant to which such benefits are
provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A
(as defined below) under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover
Employee under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the
Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Employee
in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof).


 


1.3            Conflict
with Other Agreements. In the event of any conflict of the provisions between this Agreement and the Employment Agreement,
the provisions set forth in this Agreement shall control. Notwithstanding the foregoing, Employee agrees to strictly comply with Employee’s
remaining obligations under the Employment Agreement which survive the Resignation Date, including, but not limited to, Section 6,
Section 7 and Sections 9 through 22 of the Employment Agreement. In the event of any conflict of the provisions between this Agreement
and the provisions of that certain Indemnification Agreement dated effective as of December 31, 2019 entered into by and between
the Company and Employee (the “Indemnification Agreement”), the provisions set forth in the Indemnification
Agreement shall control.


 


1.4            Acknowledgement.
Except as provided in this Article 1, the Parties acknowledge and agree that Employee is not, and shall not after the Resignation
Date, be eligible for any additional payment by the Company of any bonus, salary, vacation pay, retirement pension, severance pay, back
pay, or other remuneration or compensation of any kind in respect of employment by the Company or its affiliates. Employee further agrees
that Section 6, Section 7 and Sections 9 through 22 of the Employment Agreement remains in full force and effect, and Employee
hereby reaffirms Employee’s obligations arising under Section 6, Section 7 and Sections 9 through 22 of the Employment
Agreement. Employee agrees to return to the Company all of the Company’s documents and materials, apparatus, equipment and other
physical property in Employee’s possession within five (5) days of the Resignation Date and in the manner directed by the Chairman
of the Board of Directors of the Company (the “Chairman”).


 


1.5            Cooperation
and Assistance. Following the Resignation Date, Employee agrees to furnish such information and assistance to the Company
as may be reasonably required by the Company in connection with any issues or matters of which Employee had knowledge during Employee’s
employment with the Company. In addition, following the Resignation Date, Employee agrees to be reasonably available to assist the Company
in matters relating to the transition of Employee’s prior duties to other employees of the Company, as may be reasonably requested
by the Company. Following the Resignation Date, the Company shall reimburse Employee for the reasonable documented out-of-pocket expenses
incurred by Employee in providing such cooperation and assistance; provided that any such expense exceeding Five Hundred Dollars ($500)
shall require the advance written consent of the Chairman. Any services rendered by Employee following the Resignation Date pursuant to
this Section 1.5 shall be governed by the applicable terms and conditions of the Consulting Agreement. Following the Resignation
Date, Employee shall promptly deliver to the Chairman all correspondence and any inquires that Employee receives (including the contents
of any telephone calls or emails received by Employee) from any third party concerning any issue of significance to the Company.


 






    	 	2	 



     


    

 


1.6            Statement
Regarding Resignation; SEC Matters.  Employee acknowledges that the Company may be required to file a copy of this Agreement
as an exhibit to a Form 8-K or Form 10-Q filed with the SEC (the “Exchange Act Reports”). Employee
agrees that the Exchange Act Reports may contain a statement summarizing the terms and conditions of this Agreement and the fact that
Employee’s employment with the Company terminated as of the Resignation Date (the “Exchange Act Statement”).
Employee will cooperate with the Company in providing information with respect to all reports required to be filed by the Company with
the SEC as they relate to required information with respect to Employee. Further, following the Resignation Date, Employee will remain
in compliance with the terms of the Company’s insider trading policy with respect to purchases and sales of the Company’s
securities.


 


1.7            Standstill.
Employee agrees that, for a period of two (2) years from the Resignation Date, neither Employee nor any of Employee’s affiliates
or representatives acting on Employee’s behalf or on behalf of other persons acting in concert with Employee will in any manner,
directly or indirectly: (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention
to effect or cause or participate in or in any way assist, facilitate or encourage any other person to effect or seek, offer or propose
(whether publicly or otherwise) to effect or participate in, (i) any acquisition of any securities (or beneficial ownership thereof),
or rights or options to acquire any securities (or beneficial ownership thereof), or any assets, indebtedness or businesses of the Company
or any of its subsidiaries or affiliates, (ii) any tender or exchange offer, merger or other business combination involving the Company,
any of the subsidiaries or affiliates or assets of the Company or the subsidiaries or affiliates constituting a significant portion of
the consolidated assets of the Company and its subsidiaries or affiliates, (iii) any recapitalization, restructuring, liquidation,
dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries or affiliates, or (iv) any
 “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) or consents to vote any
voting securities of the Company or any of its affiliates; (b) form, join or in any way participate in a “group” (as
defined under Securities Exchange Act of 1934, as amended) with respect to the Company or otherwise act in concert with any person in
respect of any securities of the Company; (c) otherwise act, alone or in concert with others, to seek representation on or to control
or influence the management, the Company’s Board of Directors or policies of the Company or to obtain representation on the Company’s
Board of Directors; (d) take any action which would or would reasonably be expected to force the Company to make a public announcement
regarding any of the types of matters set forth in (a) above; or (e) enter into any discussions or arrangements with any third
party with respect to any of the foregoing. Employee also agrees during such period not to request (in any manner that would reasonably
be likely to cause the Company to disclose publicly) that the Company or any of its representatives, directly or indirectly, amend or
waive any provision of this Section 1.7 (including this sentence).


 


Article 2

RELEASES AND NON-DISPARAGEMENT


 


2.1            Employee
Release of Claims. In consideration for the separation consideration set forth in this Agreement, Employee, on behalf
of Employee, Employee’s heirs, executors, legal representatives, spouse and assigns (the “Employee Releasing Parties”),
hereby fully and forever releases the Company and the Company’s past and present officers, directors, employees, investors, stockholders,
administrators, subsidiaries, affiliates, predecessor and successor corporations, assigns, attorneys and insurers (each a “Company
Released Party”, and collectively, the “Company’s Released Parties”) of and from any claim,
duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected,
that any of them may possess arising from any omissions, acts or facts that have occurred through the date that Employee signs this Agreement,
including, without limitation, any and all claims:


 


(a)            which
arise out of, result from, or occurred in connection with Employee’s employment by the Company or any of its affiliated entities,
the termination of that employment relationship, any events occurring in the course of that employment, the Employment Agreement, or any
events occurring prior to the execution of this Agreement;


 






    	 	3	 



     


    

 


(b)            for
discrimination, harassment and/or retaliation; breach of contract, both express and implied; breach of a covenant of good faith and fair
dealing, both express and implied; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation;
negligent or intentional interference with contract or prospective economic advantage; slander, libel or invasion of privacy; violation
of public policy; fraud, misrepresentation or conspiracy; and false imprisonment;


 


(c)            (i) wrongful
discharge of employment, any and all claims for wrongful discharge of employment, and/or (ii) violation of any federal, state or
municipal statute relating to employment or employment discrimination, including, without limitation, (A) Title VII of the Civil
Rights Act of 1964, as amended, (B) the Civil Rights Act of 1866, as amended, (C) the Civil Rights Act of 1991, as amended,
(D) the Employee Retirement and Income Security Act of 1974, as amended, (E) the Age Discrimination in Employment Act of 1967,
as amended (the “ADEA”), including, without limitation, by the Older Workers’ Benefit Protection Act,
as amended (“OWBPA”), (F) the OWBPA, (G) the Americans with Disabilities Act of 1990, as amended,
(H) any applicable state Persons with Disabilities Civil Rights Act, as amended, (I) any applicable state Whistleblowers Protection
Act, as amended, (J) Genetic Information Nondiscrimination Act (GINA), and (K) the Immigration Reform and Control Act (IRCA);


 


(d)            under
Massachusetts common law or state statute including, but not limited to, those alleging wrongful discharge, express of implied breach
of contract, negligence, invasion of privacy, intentional infliction of emotional distress, fraud, defamation, or any claims arising out
of the Massachusetts Fair Employment Practices Act, Mass. Gen. Laws ch. 151B, § 1 et seq., Mass. Gen. Laws ch. 149, § 148 et
seq. (Massachusetts law regarding payment of wages and overtime), the Massachusetts Civil Rights Act, Mass. Gen. Laws ch. 12, §§
11H and 11I, the Massachusetts Equal Rights Act, Mass. Gen. Laws. ch. 93, § 102 and Mass. Gen. Laws ch. 214, § 1C, the Massachusetts
Labor and Industries Act, Mass. Gen. Laws ch. 149, § 1 et seq., Mass. Gen. Laws ch. 214, § 1B (Massachusetts right of privacy
law), the Massachusetts Maternity Leave Act, Mass. Gen. Laws ch. 149, § 105D, and the Massachusetts Small Necessities Leave Act,
Mass. Gen. Laws ch. 149, § 52D, all as amended, all as amended together with all of their respective implementing regulations, and/or
any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released;


 


(e)           for
back pay or other unpaid compensation;


 


(f)            relating
to equity of the Company; and/or


 


(g)           for
attorneys’ fees and costs.


 


To
the fullest extent permitted by law, Employee will not take any action that is contrary to the covenants and agreements Employee has made
in this Agreement. Employee represents that Employee has not filed any lawsuit, arbitration, or other claim against any of the
Company’s Released Parties. Employee states that Employee knows of no violation of state, federal, or municipal law or regulation
by any of the Company’s Released Parties, and knows of no ongoing or pending investigation, charge, or complaint by any agency charged
with enforcement of state, federal, or municipal law or regulation. While nothing in this Agreement prevents state or federal agencies
from enforcing laws within their jurisdictions, Employee agrees Employee shall not receive any individual monetary damages, recovery and/or
relief of any type related to any released claim(s), whether pursued by Employee or any governmental agency, other person or group; provided
that nothing in the Agreement prevents Employee from participating in the whistleblower program maintained by the SEC and receiving a
whistleblower award thereunder. Employee hereby agrees that the release set forth in this Agreement shall be and remain in effect in all
respects as a complete general release as to the matters released. Notwithstanding anything in this Agreement to the contrary, nothing
herein release any claim for indemnification, contribution, defense or coverage, from or through the Company or its insurers, under the
Company’s (or its affiliates’) charter, By-laws, the Indemnification Agreement, applicable law, or applicable insurance policies,
with respect to prior actions or inactions relating in any way to Employee’s duties as an employee or officer of the Company. Each
Company Released Party is an intended third party beneficiary of this Agreement and entitled to enforce the release in this Section 2.1
as if such Company Released Party was a Party to this Agreement.


 






    	 	4	 



     


    

 


2.2            Acknowledgment
of Waiver of Claims under ADEA. Employee acknowledges that Employee is waiving and releasing any rights Employee may
have under the OWBPA, the ADEA, and otherwise, and that this waiver and release is knowing and voluntary. Employee acknowledges that the
consideration given for this waiver and release is in addition to anything of value to which Employee was already entitled. Employee further
acknowledges that Employee has been advised by this writing that (a) Employee should consult with an attorney prior to executing
this Agreement; (b) Employee has twenty-one (21) calendar days within which to consider this Agreement and that, if Employee executed
this Agreement before expiration of that twenty-one (21) calendar day period, Employee did so knowingly and voluntarily and with the intent
of waiving Employee’s right to utilize the full twenty-one (21) calendar day consideration period; (c) Employee has seven (7) days
following Employee’s execution of this Agreement to revoke this Agreement (the “Revocation Period”). Communication
of any such revocation by Employee to the Company shall be provided in writing and mailed by certified or registered mail with return
receipt requested and shall be addressed to the Company at its principal corporate offices to the attention of the Chairman. This Agreement
shall not be effective until the Revocation Period has expired without any revocation having been communicated.


 


2.3            No
Admission of Liability. Neither this Agreement nor any statement contained herein shall be deemed to constitute an admission
of liability on the part of the parties herein released. This Agreement’s execution and implementation may not be used as evidence,
and shall not be admissible in a subsequent proceeding of any kind, except one alleging a breach of this Agreement, the Indemnification
Agreement or the Employment Agreement.


 


2.4            Non-Disparagement.
To the fullest extent permitted by law, Employee covenants and agrees that Employee shall not make or cause to be made
any statements, observations, opinions or communicate any information (whether in written or oral form) that defames, slanders or is likely
in any way to harm the reputation of the Company or any of its subsidiaries, affiliates, directors, or officers or tortiously interfere
with any of the other Company’s business relationships. Any violation of the covenant contained in this Section 2.4
will result in irreparable damage and the Company shall be entitled to injunctive and other equitable relief.


 


Article 3


REPRESENTATIONS AND WARRANTIES


 


3.1            Representations
and Warranties of Employee. Employee warrants and represents to the Company that Employee:


 


(a)            has
been advised to consult with legal counsel in entering into this Agreement;


 


(b)            has
entirely read this Agreement;


 


(c)            has
voluntarily executed this Agreement without any duress or undue influence and with the full intent of releasing all claims;


 


(d)            has
received no promise, inducement or agreement not herein expressed with respect to this Agreement or the terms of this Agreement;


 


(e)            is
the only person (other than Employee’s heirs) who is or may be entitled to receive or share in any damages or compensation on account
of or arising out of Employee’s relationship with, or providing services to, the Company or any of its affiliated entities, the
termination of that relationship or services, any actions taken in the course of that relationship or services, and any events related
to that relationship or services or occurring prior to the execution of this Agreement;


 


(f)             understands
and agrees that in the event any injury, loss, or damage has been sustained by Employee which is not now known or suspected, or in the
event that the losses or damage now known or suspected have present consequences not known or suspected, this Agreement shall nevertheless
constitute a full and final release as to the parties herein released, and that this Agreement shall apply to all such unknown or unsuspected
injuries, losses, damages or consequences; and


 


(g)            expressly
acknowledges that Employee’s entry into this Agreement is in exchange for consideration in addition to anything of value to which
Employee is already entitled.


 


3.2            Authority.
Employee represents and warrants that Employee has the capacity to act on Employee’s own behalf and on behalf of all who might claim
through Employee to bind them to the terms and conditions of this Agreement. Employee represents and warrants that Employee has not assigned
any claim released under this Agreement, and there are no liens or claims of lien or assignments in law or equity or otherwise of or against
any of the claims or causes of action released herein.


 






    	 	5	 



     


    

 


3.3            No
Other Representations. Neither Party has relied upon any representations or statements made by the other Party hereto
which are not specifically set forth in this Agreement.


 


Article 4

MISCELLANEOUS


 


4.1            Severability.
Should any provision of this Agreement be declared or be determined by any arbitrator or court of competent jurisdiction to be illegal
or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal or invalid part, term,
or provision shall be deemed not to be a part of this Agreement.


 


4.2            Entire
Agreement. This Agreement together with the Indemnification Agreement and the Consulting Agreement represents the entire
agreement and understanding between the Company and Employee concerning Employee’s separation from the Company, and supersedes and
replaces any and all prior agreements and understandings concerning Employee’s relationship with the Company and Employee’s
compensation by the Company, including without limitation the Employment Agreement, provided, however, that this Agreement does not supersede
or modify any continuing obligations of Employee under the Employment Agreement that do not conflict with the terms and conditions of
this Agreement, all of which shall continue in full force and effect except as modified here. This Agreement may only be amended by a
writing signed by Employee and the Company.


 


4.3            Assignment.
This Agreement may not be assigned by Employee without the prior written consent of the Company. The Company may assign this Agreement
without Employee’s consent in connection with a merger or sale of its assets and/or to a corporation controlling, controlled by
or under common control with the Company. This Agreement shall inure to the benefit of, and be binding upon, each Party’s respective
heirs, legal representatives, successors and assigns.


 


4.4            Section 409A.
The provisions of this Agreement shall be interpreted and applied in such a manner that all payments required to be made hereunder either
comply with Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issued thereunder
(including, without limitation, such guidance as may be issued after the Resignation Date) (“Section 409A”)
or are exempt from the requirements of Section 409A. Any reimbursement of expenses to which Employee is entitled under this Agreement
shall, if subject to Section 409A, be made within the time period and be subject to the other terms and conditions prescribed in
the Employment Agreement. To the extent that any amounts payable hereunder are determined to constitute “nonqualified deferred compensation”
within the meaning of Section 409A, such amounts shall be subject to such additional rules and requirements as specified by
the Company from time to time in order to comply with Section 409A. Each separately identified payment hereunder is to be treated
as a “separate payment” for purposes of Section 409A. Notwithstanding the foregoing, neither the Company nor any other
person guarantees that any particular federal or state income, payroll, personal property or other tax consequence will result under this
Agreement, and neither the Company nor any other person shall be liable for any federal or state tax consequence resulting from this Agreement.


 


4.5            Governing
Law; Consent to Jurisdiction, Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the
internal laws of the Commonwealth of Massachusetts, without regard to its principles of conflicts of laws. Each of the Parties hereto
irrevocably submits to the exclusive jurisdiction of the state and federal courts of the Commonwealth of Massachusetts for the purpose
of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service
of process in connection with any such suit, action or proceeding may be served on each Party hereto anywhere in the world by the same
methods as are specified for the giving of notices under this Agreement.  Each of the Parties hereto irrevocably consents to the
jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court.  Each Party hereto
irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably
waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.  EACH
OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT
COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. In addition, should it become necessary for the Company to seek to enforce
any of the covenants contained in this Agreement through any legal, administrative or alternative dispute resolution proceeding, Employee
shall reimburse the Company for its reasonable fees and expenses (legal costs, attorneys’ fees and otherwise) related thereto.


 






    	 	6	 



     


    

 


4.6            Counterparts/Electronic
Execution and Delivery. This Agreement may be executed in one or more counterparts and by facsimile or by electronic
delivery, each of which shall constitute an original and all of which together shall constitute one and the same instrument. Signatures
of the Parties transmitted by facsimile or via .pdf format shall be deemed to be their original signatures for all purposes. The words
 “execution,” “signed,” “signature,” and words of like import shall be deemed to include electronic
signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as
a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for
in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the Massachusetts Uniform Electronic
Transactions Act, or any other similar state laws based on the Uniform Electronic Transactions Act. This Agreement and any signed agreement
or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, to the extent delivered by means of
a facsimile machine or electronic mail (any such delivery, an “Electronic Delivery”), will be treated in all
manner and respects as an original agreement or instrument and will be considered to have the same binding legal effect as if it were
the original signed version thereof delivered in person. At the request of any Party hereto or to any such agreement or instrument, each
other Party hereto or thereto will re-execute original forms thereof and deliver them to all other Parties. No Party hereto or to any
such agreement or instrument will raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement
or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and
each such Party forever waives any such defense, except to the extent such defense related to lack of authenticity.


 


Signatures
on the Following Page


 






    	 	7	 



     


    







 


In
Witness Whereof, the Parties have executed and delivered this Agreement as of the date first written above.


 


	The Company:	 	EMPLOYEE:
	 	 	 
	NeuroBo Pharmaceuticals, Inc.  	 	 
	 	 	 
	 	 	 
	By:	/s/ Douglas J. Swirsky	 	/s/
Richard Kang
	Name:	Douglas J. Swirsky	 	Richard Kang, Ph.D.
	Title:	Chairman of the Board	 	Date: November 3, 2021



 


Signature
Page to


Separation
and Release Agreement


 



     

     


    







 


Signature
to Update Release Provision:





(To be signed by Employee on or within seven
(7) days after the Resgination Date)


 


Capitalized terms used below have the meanings
set forth in the foregoing Separation and Release Agreement (the “Agreement”). In consideration of the promises
set forth in the Agreement, Employee, on behalf of himself and the Employee Releasing Parties, fully and forever releases, acquits, and
discharges the Company’s Released Parties from any liability relating to any claims and rights that may have arisen between Employee
signature date on the preceding signature page and Employee’s signature date referenced below, consistent with Employee’s
initial release of claims set forth under Section 2.1 of the Agreement.


 


	By:	 	 	Date:	 	, 2021
	Richard Kang, Ph.D.   	 	 



 


Signature
Page to


Updated
Release Effective On Resignation Date


 






     


     


    

 


Exhibit A


 


CONSULTING
AGREEMENT


 


This Consulting
Agreement (this “Agreement”) is made and entered into this ___ day of November, 2021 (the “Effective
Date”) by and between NeuroBo Pharmaceuticals, Inc., a Delaware
corporation, with its principal place of business at 200 Berkeley Street, 19th Floor, Boston, Massachusetts, 02116 (the “Company”),
and Richard Kang, Ph.D., whose address is as reflected in the personnel records of
the Company (“Consultant”).


 


Recitals


 


The Company desires to retain
Consultant, and Consultant desires to be engaged by the Company, to perform certain consulting services pursuant to the terms and conditions
of this Agreement.


 


Agreement


 


Now,
Therefore, in consideration of the terms, conditions and covenants hereinafter set forth, the Company and Consultant hereby
agree as follows:


 


1.            Duties
of Consultant. In consideration of compensation provided for in Section 2, Consultant hereby agrees to perform
the consulting services during the Consultation Period (as defined below) to be performed by Consultant on behalf of the Company as described
on Exhibit A attached hereto (collectively, the “Services”).
Consultant will become familiar with and comply with the Company’s policies and as requested by the Company from time to time, Consultant
will execute a statement of acknowledgement and agreement that Consultant has read and will comply with the Company’s compliance
policies. Consultant represents, acknowledges and agrees: (a) all of the Services to be performed by Consultant under the terms and
conditions of this Agreement will be performed in full compliance with all applicable laws, rules and regulations; and (b) Consultant
will duly and timely make all filings required under all laws, rules and regulations with respect to the performance of the Services
during the Consultation Period.


 


2.            Consideration.


 


(a)            Compensation.
In consideration of Consultant’s performance of the Services, the Company shall pay Consultant $10,000.00 per month on the last
day of each month for the Services rendered by Consultant during the Consultation Period (as defined below).


 


(b)            Taxes
and IRS Form 1099. The Company will, if applicable, issue an IRS Form 1099 to Consultant for all compensation paid
by the Company to Consultant under this Agreement. Consultant will file all income, unemployment, and/or other employment tax returns,
and pay all income, unemployment, and/or other employment taxes, applicable to the compensation received by Consultant hereunder, in a
manner consistent with Consultant being an independent contractor, and not an employee, of the Company. Upon the Company’s request,
Consultant shall provide documentation demonstrating that Consultant has paid all required taxes with respect to the compensation provided
pursuant to this Agreement.


 


3.            Expenses.
The Company shall reimburse Consultant for reasonable, documented and actual expenses incurred by Consultant in connection with Consultant’s
performance of the Services; provided, however, that Consultant shall not incur any such expense relating to a single activity or trip
in excess of $500 (the “Threshold Amount”) without first obtaining the written consent and approval of the Company.
The Company shall make any such reimbursement within thirty (30) days after receipt of an invoice therefor, accompanied by receipts, vouchers
or other written evidence of the expenses incurred. The Company shall have no obligation to reimburse Consultant for expenses in excess
of the Threshold Amount that were not approved in advance by the Company.


 


4.            Term;
Termination.


 


(a)            Subject
to the terms and conditions set forth in Section 4(b), the term of Consultant’s engagement (hereinafter referred to
as the “Consultation Period”) shall commence on the Effective Date and shall continue until the twelve (12)
month anniversary of the Effective Date, unless extended by mutual written agreement of Consultant and the Company for additional periods.


 






    Exhibit A - 1


     


    

 


(b)            Notwithstanding
the foregoing, either party may terminate this Agreement immediately upon occurrence of any of the following events: (a) the material
breach of this Agreement by the other party, which breach is not cured within ten (10) days after written notice of such breach;
(b) embezzlement, fraud or deceit in the performance of the other party’s obligations hereunder; or (c) Consultant’s
breach of that certain Separation and Release Agreement between the Company and Consultant (the “Separation Agreement”).
In the event of any such termination, Consultant shall be entitled to payment for the Services performed and expenses paid or incurred
prior to the effective date of termination, subject to the limitation on reimbursement of expenses set forth in Section 3.
Such payments shall constitute full settlement of any and all claims of Consultant of every description against the Company. The following
provisions shall survive termination or expiration of this Agreement: Sections 5, 6 and 8 through 21.


 


5.            Confidentiality.
For the Consultation Period and five (5) years thereafter, Consultant shall maintain in confidence and shall not disclose to any
person or entity other than officers, directors and employees of the Company any information obtained by Consultant in the course of Consultant’s
duties under this Agreement in connection with the Company’s products, processes, know-how, formulas, business plans, forecasts,
financial information, customer lists and any other information divulged by the Company to Consultant and identified by the Company to
Consultant as proprietary or confidential (collectively, the “Confidential Information”). Upon the termination
or expiration of this Agreement, Consultant shall promptly destroy or return the Confidential Information in written or digital form to
the Company. All documents, data, records, apparatus, equipment and other physical property, whether or not pertaining to the Confidential
Information, furnished to Consultant by the Company or produced by Consultant or others in connection with Consultant’s engagement
hereunder, shall be owned by the Company and promptly returned to the Company as and when requested. Confidential Information shall not
include any information which: (a) was already known to Consultant at the time of its disclosure to Consultant by the Company; (b) at
the time of disclosure to Consultant was generally available to the public; (c) subsequent to such disclosure becomes generally available
to the public without fault on Consultant’s part; or (d) otherwise becomes known to Consultant on a non-confidential basis
from another source not bound by a confidentiality agreement with the Company. Consultant is aware of the restrictions imposed by the
United States securities laws on the purchase or sale of securities by any person who has received material, nonpublic information from
the issuer of the securities or any affiliate thereof and on the communication of such information to any other person when it is reasonably
foreseeable that such other person is likely to purchase or sell such securities in reliance on such information for so long as the information
remains material and non-public. Consultant is also aware that the Company is requiring Consultant to agree to the restrictions set forth
in this Section 5 to, among other things, fulfill the Company’s obligations under Regulation FD under the Securities
Exchange Act of 1934, as amended.


 


6.            Inventions.
Consultant will promptly and fully disclose to the Chairman of the Board of Directors of the Company any invention, improvement, discovery,
process, formula, technique, method, trade secret or other intellectual property, whether or not patentable, whether or not copyrightable
(collectively, “Company Invention”) made, conceived, developed or first reduced to practice by Consultant, either
alone or jointly with others, while performing the Services hereunder. Consultant hereby assigns to the Company all of Consultant’s
right, title and interest in and to any such Company Inventions, which shall be the sole property of the Company. Consultant will execute
any documents necessary to perfect the assignment of such Inventions to the Company and to enable the Company to apply for, obtain, and
enforce patents or copyrights in any and all countries on such Company Inventions. Consultant hereby irrevocably designates the officers
of the Company as Consultant’s agent and attorney-in-fact to execute and file any such document and to do all lawful acts necessary
to apply for and obtain patents and copyrights, and to enforce the Company’s rights under this Section 6.


 


7.            Company
Authorization for Publication. Prior to Consultant’s submitting or disclosing for possible publication or dissemination
outside the Company any material prepared by Consultant that incorporates information that concerns the Company’s business or anticipated
research, Consultant agrees to deliver a copy of such material to the Chairman of the Board of Directors of the Company for review. Within
thirty (30) days following such submission, the Company agrees to notify Consultant in writing whether the Company believes such material
contains any Confidential Information related to the Services, and Consultant agrees to make such deletions and revisions as are reasonably
requested by the Company to protect its Confidential Information related to the Services. Consultant further agrees to obtain the written
consent of the Company prior to any review of such material by persons outside the Company.


 






    Exhibit A - 2


     


    

 


8.            Independent
Contractor.  The Company and Consultant mutually understand and agree that Consultant shall be at all times acting and
performing as an independent contractor. Nothing in this Agreement is intended to create an employer/employee relationship or a joint
venture relationship between the parties. The parties agree that Consultant is not eligible for any compensation, fringe benefits, pension,
workers’ compensation, sickness or health insurance benefits, or other similar benefits accorded employees of the Company. The parties
agree that the Company will not withhold any sums for income tax, unemployment insurance, social security or any other withholding pursuant
to any law or requirement of any governmental body on behalf of Consultant. Consultant acknowledges and agrees that the Company has no
obligation under local, state or federal laws regarding Consultant and that the total commitment and liability of the Company in regard
to any arrangement with, or work performed by, Consultant hereunder is to pay the fees and expenses pursuant to the provisions of this
Agreement. Consultant shall indemnify and hold the Company harmless from any and all loss, damage, claims, payments or liability arising
with respect to any such payment, withholdings and benefits, if any. Nothing in this Agreement is intended to allow the Company to exercise
control or direction over the manner or method by which Consultant performs the Services under the terms of Consultant’s engagement
hereunder.


 


9.            Non-Solicitation
or Hire of the Company Employees. During the Consultation Period and for one (1) year thereafter, Consultant shall
not encourage or solicit any employee of the Company to leave the Company for any reason or to accept employment with Consultant or any
other entity. As part of this restriction, Consultant shall not (a) interview or provide any input to any third party regarding any
such employee during such time period, or (b) retain or hire in any capacity, either individually or for any person or entity by
which Consultant may be engaged or with which Consultant may be affiliated, any person who is or was employed by the Company at any time
during the Consultation Period and six (6) months after the termination of such engagement.


 


10.         Non-Solicitation
of Non-Employees. During the Consultation Period and for one (1) year thereafter, Consultant shall not interfere
with or attempt to impair the relationship between the Company and any of its non-employee consultants and advisors, nor shall Consultant
attempt, directly or indirectly, to solicit, entice, hire or otherwise induce any non-employee consultant or advisor of the Company to
terminate association with the Company. The Company will not interfere with or attempt to impair the relationship between the Consultant
and any non-employee consultants and advisors during the Consultation Period and for one (1) year thereafter.


 


11.         Non-Competition.
During the Consultation Period and for one (1) year thereafter, Consultant shall not, with or without consideration, render services
in any capacity to any person, business, firm or corporation engaged in any business competitive with the business conducted or proposed
to be conducted by the Company during the Consultation Period. Consultant shall not become interested in any such business involved in
competitive activities with the Company, either directly or indirectly, as partner, stockholder, principal, member, employee, agent, trustee,
consultant, or any other relationship or capacity; provided, however, that such restriction shall not apply with respect to a less than
or equal to a one percent (1%) interest in any entity which is publicly traded and listed on a recognized securities exchange.


 


12.         Maintenance
of Records. During the Consultation Period and, until the expiration of five (5) years after the furnishing of
the Services pursuant to this Agreement, Consultant shall make available, upon written request of the Company or its designee, any records
maintained by Consultant regarding any of the Services performed hereunder by Consultant.


 


13.         No
Authority to Bind. Consultant shall have no power or authority to execute any agreements or contracts for or on behalf
of the Company nor to bind the Company in any other manner.


 


14.         Indemnification.
Consultant shall save, indemnify, defend and hold the Company harmless from any liability, claim, loss, damage, or expenses, including,
without limitation, reasonable attorney fees, arising from Consultant’s acts or omissions in the course of providing the Services.


 






    Exhibit A - 3


     


    

 


15.         Assignment.
Due to the personal nature of the Services, Consultant may not assign this Agreement. The Company may assign all rights and liabilities
under this Agreement to a subsidiary or an affiliate or to a successor to all or a substantial part of its business and assets without
the consent of Consultant. Subject to the foregoing, this Agreement will inure to the benefit of and be binding upon each of the heirs,
assigns and successors of the respective parties.


 


16.         Remedies.
Consultant acknowledges that the Company would have no adequate remedy at law to enforce Sections 5, through 14 hereof.
In the event of a violation of such sections, the Company shall have the right to obtain injunctive or other similar relief, as well as
any other relevant damages, without the requirement of posting bond or other similar measures.


 


17.         Notices.
All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be mailed by registered
or certified mail, postage prepaid, sent by facsimile or electronic or otherwise delivered by hand, messenger or courier service addressed
to the address of such party set forth in the introductory paragraph of this Agreement or to such address directed by a party in writing.
Each such notice, request, demand or other communication shall for all purposes of this Agreement be treated as effective or having been
given (a) if delivered by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier
service, freight prepaid, specifying next-business-day delivery, one business day after deposit with the courier), or (b) if sent
via mail, at the earlier of its receipt or five (5) days after the same has been deposited in a regularly-maintained receptacle for
the deposit of the United States mail, addressed and mailed as aforesaid, or (c)  if sent via electronic mail, when directed to the
relevant electronic mail address, if sent during normal business hours of the recipient, or if not sent during normal business hours of
the recipient, then on the recipient’s next business day. In the event of any conflict between the Company’s books and records
and this Agreement or any notice delivered hereunder, the Company’s books and records will control absent fraud or error.


 


18.         Entire
Agreement. This Agreement together with the Separation Agreement shall constitute the entire agreement between the parties
and supersedes any and all other written or oral agreements between Consultant and the Company with respect to the subject matter of this
Agreement. If any provision of this Agreement shall be declared invalid, illegal or unenforceable, such provision shall be severed and
the remaining provisions shall continue in full force and effect. This Agreement may not be amended except by mutual written agreement
of the parties.


 


19.         Collection
Costs and Attorneys’ Fees. If a party shall fail to perform an obligation or otherwise breaches one or more of the terms
of this Agreement, the other party may recover from the non-performing breaching party all its costs (including actual attorneys’
and investigative fees) to enforce the terms of this Agreement.


 


20.         Governing
Law; Consent to Jurisdiction, Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the
internal laws of the Commonwealth of Massachusetts, without regard to its principles of conflicts of laws. Each of the Parties hereto
irrevocably submits to the exclusive jurisdiction of the state and federal courts of the Commonwealth of Massachusetts for the purpose
of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service
of process in connection with any such suit, action or proceeding may be served on each Party hereto anywhere in the world by the same
methods as are specified for the giving of notices under this Agreement.  Each of the Parties hereto irrevocably consents to the
jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court.  Each Party hereto
irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably
waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.  EACH
OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT
COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. In addition, should it become necessary for the Company to seek to enforce
any of the covenants contained in this Agreement through any legal, administrative or alternative dispute resolution proceeding, Employee
shall reimburse the Company for its reasonable fees and expenses (legal costs, attorneys’ fees and otherwise) related thereto.


 






    Exhibit A - 4


     


    

 


21.         Counterparts/Electronic
Execution and Delivery. This Agreement may be executed in one or more counterparts and by facsimile or by electronic
delivery, each of which shall constitute an original and all of which together shall constitute one and the same instrument. Signatures
of the Parties transmitted by facsimile or via .pdf format shall be deemed to be their original signatures for all purposes. The words
 “execution,” “signed,” “signature,” and words of like import shall be deemed to include electronic
signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as
a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for
in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the Massachusetts Uniform Electronic
Transactions Act, or any other similar state laws based on the Uniform Electronic Transactions Act. This Agreement and any signed agreement
or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, to the extent delivered by means of
a facsimile machine or electronic mail (any such delivery, an “Electronic Delivery”), will be treated in all
manner and respects as an original agreement or instrument and will be considered to have the same binding legal effect as if it were
the original signed version thereof delivered in person. At the request of any Party hereto or to any such agreement or instrument, each
other Party hereto or thereto will re-execute original forms thereof and deliver them to all other Parties. No Party hereto or to any
such agreement or instrument will raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement
or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and
each such Party forever waives any such defense, except to the extent such defense related to lack of authenticity.


 


Signatures
on the Following Page


 






    Exhibit A - 5


     


    

 


In
Witness Whereof, the Company and Consultant have made this Agreement effective as of the date first set forth above.


 


	THE COMPANY:	 	CONSULTANT:
	 	 	 
	NeuroBo Pharmaceuticals, Inc.	 	 
	 	 	 
	By:	 	 	 
	Name:	 Douglas J. Swirsky	 	Richard Kang, Ph.D.
	Title:	 Chairman of the Board	 	 



 






    Exhibit A - 6


     


    

 


Exhibit A


 


DESCRIPTION OF SERVICES


 


During the Consultation Period,
Consultant shall consult with the Company at such specific times and at such particular locations as Consultant and the Company mutually
determine from time to time on matters related to (i) the transition of Consultant’s prior role as Chief Executive Officer
and President of the Company; (ii) Consultant’s successor, service as an officer and member of the governing body of the Company’s
subsidiary, , NeuroBo Co., Ltd., until the election and qualification of Consultant’s successor, or until Employee’s
resignation or removal from such position at NeuroBo Co., Ltd.; and (iii) additional services that the Company may request of
Consultant from time to time.


 






    Exhibit A - 7