Exhibit 10.15


 


Lock-Up Agreement


 


May 13, 2020


 


ThinkEquity


A Division of Fordham Financial Management, Inc.


17 State Street, 22nd Floor


New York, NY 10004


 


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


 


Ladies and Gentlemen:


 


The undersigned understands
that ThinkEquity, a Division of Fordham Financial Management, Inc. (the “Representative”), proposes to enter
into an Underwriting Agreement (the “Underwriting Agreement”) with Lantern
Pharma Inc. a Delaware corporation
(the “Company”), providing for the initial 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 six months after the
date of the Underwriting Agreement 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 or a family
member (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; (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 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, but only to the
extent such right expires during the Lock-up Period, provided that 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 within 90 days after the date of the Underwriting
Agreement, and after such 90th day, 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 or pursuant to a “cashless” or “net exercise” by 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.


 






     


     


    

 


The undersigned agrees
that, prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement during
the period from the date hereof to and including the 34th day following the expiration of the Lock-Up Period, the undersigned
will give notice thereof to the Company and will not consummate any such transaction or take any such action unless it has received
written confirmation from the Company that the Lock-Up Period has expired.


 


If the undersigned is
an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to
any issuer-directed or “friends and family” Common Shares that the undersigned may purchase in the Public Offering;
(ii) 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 (iii) 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.


 


No provision in this
lock-up agreement shall be deemed to restrict or prohibit the exercise, exchange, or conversion by the undersigned of any securities
exercisable or exchangeable for or convertible into Common Shares, as applicable; provided, that, the undersigned does not transfer
Common Shares acquired on such exercise, exchange, or conversion during the Lock-Up Period, unless otherwise permitted pursuant
to the terms of this lock-up agreement.


 


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 August 31, 2020, 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 Shares to be
sold thereunder, then this lock-up agreement shall be void and of no further force or effect.




 






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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,
	 	 
	 	[Person or Corporate Name]
	 	 
	 	 
	 	(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: _____________________________
	 	 
	 	_____________________________________
	 	 
	 	_____________________________________
	 	 
	 	Common Shares:	__________________
	 	 
	 	Series A Preferred Stock:	__________________
	 	 
	 	Options:	__________________
	 	 




 


 


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