Exhibit 10.2


 


Lock-Up Agreement


 


October ___, 2020


 


4d pharma plc

9 Bond Court

Leeds, LS1 2JZ

United Kingdom


 


Ladies and Gentlemen:


 


As an inducement to
4D pharma plc (“Parent”) to enter into an agreement and plan of merger (the “Merger Agreement”)
among Parent, Dolphin Merger Sub Limited (“Merger Sub”) and Longevity Acquisition Corporation (the “Company”),
pursuant to which the Company becomes merged with and into Merger Sub, and the Merger Sub shareholders receive, in respect of their
shares of Company Ordinary Shares, shares of Parent Ordinary Shares (“Parent Shares”), all as set forth in the
Merger Agreement. The undersigned hereby agrees that without, in each case, the prior written consent of Parent, during the Lock-Up
Period (as defined below), the undersigned will not: (1) offer, pledge, announce the intention to sell, sell, contract to sell,
sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase,
make any short sale or otherwise transfer or dispose of, directly or indirectly, any Parent Shares or any securities convertible
into, exercisable or exchangeable for or that represent the right to receive Parent Shares (including Parent Shares which may be
deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange
Commission and securities which may be issued upon exercise of a stock option or warrant) whether now owned or hereafter acquired
(the “Undersigned’s Securities”); (2) enter into any swap or other agreement that transfers, in whole
or in part, any of the economic consequences of ownership of the Undersigned’s Securities, whether any such transaction described
in clause (1) or (2) above is to be settled by delivery of Parent Shares or such other securities, in cash or otherwise; (3) make
any demand for or exercise any right with respect to, the registration of any Parent Shares or any security convertible into or
exercisable or exchangeable for Parent Shares; or (4) publicly disclose the intention to do any of the foregoing.


 


The “Lock-Up
Period” means the period ending on the earlier of (A) one year after the Closing Date, as defined in the Merger Agreement,
and (B) subsequent to the Business Combination, (x) the date on which the closing price of the Parent Shares equals or exceeds
$1.59 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations, and the conversion of Parent
Shares to Parent ADSs at the ADS Exchange Rate as contemplated by the Merger Agreement) for any 20 trading days within any 30-trading
day period commencing at least 150 days after the Closing Date and (y) the date on which Parent completes a liquidation, merger,
capital stock exchange, reorganization or other similar transaction that results in all of Parent’s shareholders having the
right to exchange their Parent Shares for cash, securities or other property.


 


Notwithstanding the
foregoing, the Undersigned’s Securities shall not include any shares of Parent Shares which are purchased in the open market
following the Closing Date.


 


Notwithstanding
the foregoing, the undersigned may transfer the Undersigned’s Securities without the prior written consent of Parent in
connection with (a) transfers of the Undersigned’s Securities as a bona fide gift, by will or intestacy, (b) transfers
of the Undersigned’s Securities to any immediate family member of the undersigned (i.e., spouse or domestic partner of
the undersigned, or the parent, grandparent, child, grandchild, great grandchild, great grandparent, sibling or the spouse of
any of the foregoing) or to a trust formed for the benefit of the undersigned or any of the undersigned’s immediate
family members; (c) transfers of the Undersigned’s Securities to any partnership, corporation, limited liability
company or other business entity which is controlled by the undersigned; (d) transfers of the Undersigned’s Securities
to any partnership, corporation, limited liability company or other business entity that is a direct or indirect affiliate
(as defined under Rule 12b-2 of the Securities and Exchange Act of 1934 (the “Exchange Act”)) of the
undersigned; (e) if the undersigned in an entity, a distribution to equity holders (including, without limitation,
stockholders, general or limited partners, members and beneficiaries) of the undersigned; (f) transfers of the
Undersigned’s Securities upon the completion of a bona fide third-party tender offer, merger, consolidation or other
similar transaction made to all holders of the Parent’s securities involving a change of control of Parent whereby all
or substantially all of the shares of Parent Shares are acquired by a third party and is approved by the board of directors
of Parent; provided, however, that in the event that such tender offer, merger, consolidation or other such transaction is
not completed, such securities held by the undersigned shall remain subject to the terms set forth in this Agreement; (g)
transfers of the Undersigned’s Securities pursuant to an order of a court or regulatory agency; and (h) transfers of
the Undersigned’s Securities pursuant to a domestic order, divorce settlement, divorce decree, or separation agreement;
provided however, that in the case of any transfer pursuant to any of the foregoing clauses (a), (b), (c) (d), (e), (f), (g)
or (h), the transferee agrees to be bound by the provisions of this Agreement.


 






     


     


    

 


The undersigned also
agrees and consents to the entry of stop transfer instructions with the Parent’s transfer agent against the transfer of the
Undersigned’s Securities except in compliance with this Agreement. In furtherance of the foregoing, Parent and its transfer
agent are hereby authorized to decline to make any transfer of Parent Shares if such transfer would constitute a violation or breach
of this Agreement.


 


The undersigned hereby
represents and warrants that the undersigned has full power and authority to enter into this Agreement and that upon request, the
undersigned will execute and additional documents necessary to ensure the validity or enforcement of this Agreement. All authority
herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns,
heirs or personal representatives of the undersigned.


 


Nothing in this Agreement
shall be construed to restrict in any manner the undersigned’s right to vote the Undersigned’s Securities or to receive
dividends or distributions with respect to the Undersigned’s Securities.


 


This Agreement shall
be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements executed and to be
performed wholly within such state without regard to principles of conflicts of law.


 


The undersigned understands
that the Company and Parent are entering into the Merger Agreement and proceeding with the Merger in reliance upon this Agreement.


[signature page follows]


 






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	 	Very truly yours,
	 	 
	 	 
	 	Printed Name of Holder
	 	 
	 	By:	                 
	 	Signature
	 	 
	 	 
	 	Printed Name of Person Signing
	 	 
	 	(and indicate capacity of person
signing if signing as officer, manager, director, custodian, trustee, or on behalf of an entity)




  


Accepted and Agreed:


 


4D pharma plc


  


	By:	 	 





Name: Duncan
Peyton


Title: Chief
Executive Officer


 


[Signature page of Lock-Up Agreement]








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