Exhibit
4.9


 


LOCK-UP
AGREEMENT


 


November
__, 2022


 


	 	Re:	Securities
    Purchase Agreement, dated as of November ___, 2022 (the “Purchase Agreement”), between OncoSec Medical Incorporated
    (the “Company”) and the purchasers signatory thereto


 


Ladies
and Gentlemen:


 


Defined
terms not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings set forth in
the Purchase Agreement. The undersigned irrevocably agrees with A.G.P./Alliance Global Partners (“AGP”) that, from
the date hereof until 90 days from the Closing Date (as defined in the Purchase Agreement (such period, the “Restriction Period”)
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 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”),
or make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect
to the registration of any shares of Common Stock or Common Stock Equivalents or publicly disclose the intention to do any of the foregoing.
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) AGP and the Company
receive 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 pursuant to the Purchase Agreement.


 


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


 


The
undersigned acknowledges that the execution, delivery and performance of this Letter Agreement is a material inducement to AGP and the
Company to complete the transactions contemplated by the Purchase Agreement and AGP 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 Purchase Agreement.


 






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This
Letter Agreement may not be amended or otherwise modified in any respect without the written consent of AGP 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.


 


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 AGP. 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.


 


It
is understood that, this Letter Agreement shall automatically terminate, and the undersigned shall be released from its obligations hereunder,
upon the earliest to occur, if any, of (i) prior to the execution of the Purchase Agreement, the Company advises AGP in writing that
it has determined not to proceed with the transaction, (ii) the Purchase Agreement is executed but is terminated prior to payment for
and delivery of the securities thereunder, or (iii) December 31, 2022, in the event that the Purchase Agreement has not been executed
by such date.


 


***
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, AGP agrees to enforce the restrictions on transfer set forth in this Letter Agreement.


 


	A.G.P./Alliance
    Global Partners	 
	 	 	 
	By:	 	 
	Name: 	Thomas
    J. Higgins	 
	Title:	Managing
Director, Investment Banking	 


 






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