Exhibit 10.17


 


LOCK-UP AGREEMENT


 


_____________, 2022


 


Roth Capital Partners, LLC,


as placement agent in the Offering (as defined
below)


 


		Re:	Offering (as defined below) by Revelation Biosciences, Inc. (the “Company”)



 


Ladies and Gentlemen:


 


The undersigned
irrevocably agrees with the Company that, from the date hereof until ninety (90) days following the closing of the Company’s offering
of registered securities pursuant to an effective registration statement on Form S-1 (File No. 333-_____) (the “Offering”)
(such period, the “Restriction Period”) for which Offering Roth Capital Partners, LLC (the “Placement Agent”)
is acting as exclusive placement agent of the Company, 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
(as defined in the Purchase Agreement (as defined below)) 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.


 


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 (as defined in the Purchase Agreement).


   


In addition, notwithstanding
the foregoing, this Letter Agreement shall not restrict the delivery of shares of common stock of the Company to the undersigned upon
(i) exercise any options granted under any employee benefit plan of the Company; provided that any shares of common stock of the Company
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 of the Company 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.


 


For purposes herein,
the “Purchase Agreement” means the Securities Purchase Agreement, dated on or about the date hereof, between the Company
and the purchasers signatory thereto for the purchase of securities in the Offering.


 


The undersigned
acknowledges that the execution, delivery and performance of this Letter Agreement is a material inducement to the Placement Agent to
place the Offering and that the Placement Agent 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 Offering.


 


This Letter Agreement may
not be amended or otherwise modified in any respect without the written consent of each of the Company, the Placement Agent 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 the Placement Agent 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 Placement agent.


 


*** 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.


 





	Revelation Biosciences, Inc.
	 	 	 
	By:	               	 
	Name:		 
	Title:		 



 


 


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