Exhibit 10.46


 


LOCK-UP AGREEMENT


 


, 2022


 


Ladenburg Thalmann & Co. Inc.,


acting as representative to the several underwriters:


 


		Re:	Underwriting Agreement, dated         2022, by and between NeuroBo Pharmaceuticals, Inc. (the “Company”)
and Ladenburg Thalmann & Co. Inc., (the “Representative”), acting as representative to the several underwriters
(the “Underwriting Agreement”)



 


Ladies and Gentlemen:


 


The undersigned
irrevocably agrees with the Company that, from the date hereof until the later of (i) ninety (90) days following the Closing Date (as
defined in the Underwriting Agreement) and (ii) thirty (30) days following the date Shareholder Approval (as defined in the Underwriting
Agreement) is received and effective (such period, the “Restriction Period” and the underwriters collectively, the
 “Underwriters”)), 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 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 stop-transfer instructions preventing the transfer agent of the Company from
effecting any actions in violation of this letter agreement, which, for avoidance of doubt, shall not apply to any transfers permitted
hereunder. The Representative may consent to an early release from the Restriction Period if, in its sole and absolute discretion, the
market for the Securities would not be adversely impacted by sales and in cases of financial emergency. This letter agreement shall automatically,
and without any action on the part of any other party, be of no further force and effect, and the undersigned shall be automatically released
from all obligations under this letter agreement after the Restriction Period has ended or the Underwriting Agreement is terminated by
either party.


 






     


     


    

 


Notwithstanding
the foregoing, the restrictions contained in this letter agreement shall not apply to (i) transfers as a bona fide gift or gifts of common
stock or other Securities, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein,
(ii) transfers of common stock or other Securities 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) transfers of common stock or other Securities
effected pursuant to any exchange of “underwater” options with the Company provided any securities issued in exchange of “underwater”
options remain subject to the restrictions set forth herein, (iv) transfers of common stock or other Securities by will, other testamentary
document or intestate succession to the legal representative, heir, beneficiary or member of the immediate family of the undersigned,
provided that any recipient of such transfer agrees to be bound in writing by the restrictions set forth herein, (v) transfers of common
stock or other Securities by operation of law, including pursuant to a qualified domestic relations order or in connection with a divorce
settlement, provided that (A) any recipient of such a transfer agrees to be bound in writing by the restrictions set forth herein and
(B) any public disclosure or filing under the Exchange Act or otherwise that is required to be made during the Restriction Period as a
result of such transfer shall include a statement that such transfer has occurred by operation of law, (vi) transfers or dispositions
of shares of common stock or other Securities in connection with the exercise or conversion of any Securities (including, without limitation,
stock options and warrants), including the sale of a portion of common stock to be issued in connection with such exercise to finance
a “cashless” exercise, provided that any shares of common stock issued upon the exercise of such Securities shall continue
to be subject to this letter agreement, (vii) sales of common stock or other Securities to the Company pursuant to agreements under which
the Company, (A) upon termination of employment, has the option to repurchase such shares of common stock or any Securities, (B) is required
to repurchase shares of common stock or any Securities or (C) has a right of first refusal with respect to transfers of such shares of
common stock or any Securities upon termination of service of the undersigned, (viii) the establishment of a trading plan pursuant to
Rule 10b5-1 under the Exchange Act for the transfer of shares of common stock, provided that (A) such plan does not provide for the transfer
of common stock during the Restriction Period and (B) no public announcement or filing under the Exchange Act or otherwise is required
of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan during the Restriction
Period, (ix) the transfer or disposition of shares of common stock or any Securities pursuant to a bona fide third party tender offer,
merger, consolidation or other similar transaction made to all holders of shares of common stock involving a Change of Control (as defined
below) of the Company (including without limitation, the entering into of any lock-up, voting or similar agreement pursuant to which the
undersigned may agree to transfer, sell, tender or otherwise dispose of shares of Common Stock or other securities in connection with
such transaction) or (x) the transfer or disposition of shares of common stock or other Securities, if the undersigned is a corporation,
partnership or other entity, (A) to another corporation, partnership, or other entity that is an affiliate (as defined under Rule 12b-2
of the Exchange Act) of the undersigned, including investment funds or other entities that control or manages, or is under common control
or management with, the undersigned, (B) as a distribution or dividend to equity holders, current or former general or limited partners,
members, stockholders, managers or other equity holder (or to the estates of any of the foregoing), as applicable, of the undersigned
(including upon the liquidation and dissolution of the undersigned pursuant to a plan of liquidation approved by the undersigned’s
equity holders), (C) as a bona fide gift or a charitable contribution or (D) transfers or dispositions not involving a change in beneficial
ownership, provided that, in each case, prior to, and as a condition to such transfer, any recipient of such transfer agrees to be bound
in writing by the restrictions set forth herein and provides written notice thereof to the Company and the Representative.


 






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For purposes of
this letter agreement, “Change of Control” means the consummation of any bona fide third party tender offer, merger, consolidation
or other similar transaction approved by the Board of Directors of the Company, the result of which is that any “person” (as
defined in Section 13(d)(3) of the Exchange Act), or group of persons, other than the Company or its subsidiaries, becomes the beneficial
owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of at least a majority of the voting power of the voting stock of the
Company (or the surviving entity), provided that, for the avoidance of doubt, the Offering and the consummation of the
private placement pursuant to the Securities Purchase Agreement (as defined in the Underwriting Agreement) shall not constitute a Change
of Control for purposes of this definition, and “immediate family” shall mean any relationship by blood, marriage or adoption,
not more remote than first cousin.


 


The undersigned
acknowledges that the execution, delivery and performance of this letter agreement is a material inducement to each Underwriter to perform
under the Underwriting Agreement and that each Underwriter (which shall be a third party beneficiary of this letter 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 Underwriting Agreement.


 


The obligations
of the undersigned under the terms and conditions of this letter agreement are several and not joint with the obligations of any other
holder of any Securities (each, an “Other Holder”), and the undersigned shall not be responsible in any way for the
performance of the obligations of any Other Holder under any such other agreement. Nothing contained in this letter agreement, and no
action taken by the undersigned pursuant hereto, shall be deemed to constitute the undersigned and Other Holders as a partnership, an
association, a joint venture or any other kind of entity, or create a presumption that the undersigned and the Other Holders are in any
way acting in concert or as a group with respect to such obligations or the transactions contemplated by this letter agreement and the
Company acknowledges that the undersigned and the Other Holders are not acting in concert or as a group with respect to such obligations
or the transactions contemplated by this letter agreement or any other agreement. The Company and the undersigned confirm that the undersigned
has independently participated in the negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors.
The undersigned shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out
of this letter agreement, and it shall not be necessary for any Other Holder to be joined as an additional party in any proceeding for
such purpose.


 






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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, the Representative 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 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, provided that it is reasonably designed to provide notice to the party being served. The undersigned agrees and understands that
this letter agreement does not intend to create any relationship between the undersigned and each Underwriter 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 Underwriters, but only in each case to the extent Restriction Period at such time is continuing
and this letter agreement is effective. This letter agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provisions hereof be enforced by, any of other Person.


 


*** 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:	 
	 	 
	 	 
	 	 
	By signing below, the Company agrees to enforce the restrictions on transfer set forth in this letter agreement.
	 
	NEUROBO PHARMACEUTICALS, INC.	 
	 	 
	By:	                        	 
	Name:	 
	Title:	 



 





SIGNATURE PAGE TO


THE LOCK-UP AGREEMENT