Exhibit 4.5


 


Form of Lock-Up

Agreement


 


__________, 2020


 


WallachBeth Capital, LLC


Harborside Financial Plaza 5


185 Hudson St., Suite 1410


Jersey City, NJ 07311


As Representative of the several Underwriters
named on Schedule 1 to the Underwriting Agreement referenced below


 


Ladies and Gentlemen:


 


The undersigned understands
that WallachBeth Capital, LLC (the “Representative”), proposes to enter into an Underwriting Agreement (the “Underwriting
Agreement”) with ABVC Biopharma, Inc., a Delaware corporation (the “Company”), providing for the public offering
(the “Public Offering”) of shares of common stock, par value $0.0001 per share, of the Company (the “Common
Shares”).


 


To induce the
Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior
written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and ending one
hundred eighty (180) days after the effective date of the Registration Statement on Form S-1 relating to the Public Offering (the
“Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of,
directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares,
whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the
power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such
transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make
any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the
intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement
relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer
Lock-Up Securities without the prior written consent of the Representative in connection with (a) transactions relating to Lock-Up
Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under
Section 13 or Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other
public announcement shall be required or shall be voluntarily made in connection with subsequent sales of Lock-Up Securities
acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or
to a family member or trust for the benefit of the undersigned (for purposes of this lock-up agreement, “family member”
means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a
charity or educational institution; (d) if the undersigned is a corporation, partnership, limited liability company or other
business entity, (i) any transfers of Lock-Up Securities to another corporation, partnership or other business entity that controls,
is controlled by or is under common control with the undersigned or (ii) distributions of Lock-Up Securities to members, partners,
stockholders, subsidiaries or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the
undersigned; (e) if the undersigned is a trust, to a trustee or beneficiary of the trust; provided that in the case of any
transfer pursuant to the foregoing clauses (b), (c) (d) or (e), (i) any such transfer shall not involve a disposition for value,
(ii) each transferee shall sign and deliver to the Representative a lock-up agreement substantially in the form of this lock-up
agreement and (iii) no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required
or shall be voluntarily made during the Lock-Up Period; (f) the receipt by the undersigned from the Company of Common Shares upon
the vesting of restricted stock awards or stock units or upon the exercise of options to purchase the Company’s Common Shares
issued under an equity incentive plan of the Company or an employment arrangement described in the Pricing Prospectus (as defined in
the Underwriting Agreement) (the “Plan Shares”) or the transfer or withholding of Common Shares or any securities
convertible into Common Shares to the Company upon a vesting event of the Company’s securities or upon the exercise of options
to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover
tax obligations of the undersigned in connection with such vesting or exercise, provided that if the undersigned is required
to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common
Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report to the effect that the
purpose of such transfer was to cover tax withholding obligations of the undersigned in connection with such vesting or exercise
and, provided further, that the Plan Shares shall be subject to the terms of this lock-up agreement; (g) the transfer of
Lock-Up Securities pursuant to agreements described in the Pricing Prospectus under which the Company has the option to repurchase
such securities or a right of first refusal with respect to the transfer of such securities, provided that if the undersigned
is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of
Common Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report describing the purpose
of the transaction; (h) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of
Lock-Up Securities, provided that (i) such plan does not provide for the transfer of Lock-Up Securities during the Lock-Up
Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by
or on behalf of the undersigned or the Company regarding the establishment of such plan, such public announcement or filing shall
include a statement to the effect that no transfer of Lock-Up Securities may be made under such plan during the Lock-Up Period; (i)
the transfer of Lock-Up Securities that occurs by operation of law, such as pursuant to a qualified domestic order or in connection
with a divorce settlement, provided that the transferee agrees to sign and deliver a lock-up agreement substantially in the
form of this lock-up agreement for the balance of the Lock-Up Period, and provided further, that any filing under Section 13
or Section 16(a) of the Exchange Act that is required to be made during the Lock-Up Period as a result of such transfer shall
include a statement that such transfer has occurred by operation of law; and (j) the transfer of Lock- Up Securities pursuant to a
bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Common Shares
involving a change of control (as defined below) of the Company after the closing of the Public Offering and approved by the
Company’s board of directors; provided that in the event that the tender offer, merger, consolidation or other such
transaction is not completed, the Lock-Up Securities owned by the undersigned shall remain subject to the restrictions contained in
this lock-up agreement. For purposes of clause (j) above, “change of control” shall mean the consummation of any bona
fide third party tender offer, merger, amalgamation, consolidation or other similar transaction the result of which is that any
“person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as
defined in Rules 13d-3 and 13d- 5 of the Exchange Act) of a majority of total voting power of the voting stock of the Company. The
undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and
registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance with this lock-up agreement.






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If the undersigned is an officer
or director of the Company, (i) the Representative agrees that, at least three (3) business days before the effective date of any release
or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, the Representative will notify the Company
of the impending release or waiver; and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or
waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver.
Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two (2) business
days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is
effected solely to permit a transfer of Lock-Up Securities not for consideration and (b) the transferee has agreed in writing to be bound
by the same terms described in this lock-up agreement to the extent and for the duration that such terms remain in effect at the time
of such transfer.


 


The undersigned understands
that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering.
The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs,
legal representatives, successors and assigns.


 


The undersigned understands
that, if the Underwriting Agreement is not executed by [ ], 2021 or if the Underwriting Agreement (other than the provisions thereof which
survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder, then
this lock-up agreement shall be void and of no further force or effect.


 


Whether or not the Public
Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to
an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative.


 


	 	Very truly yours,
	 	 
	 	(Name - Please Print)
	 	 
	 	(Signature)
	 	 
	 	(Name of Signatory, in the case of entities - Please Print)
	 	 
	 	(Title of Signatory, in the case of entities - Please Print)
	 	 	 
	 	Address:	 


 


 


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