Exhibit
10.6


 


Lock-up
Agreement


 


December
7, 2022


 


Ladies
and Gentlemen:


 


The
undersigned understands that Bruush Oral Care Inc., a corporation incorporated under the law of the Province of British Columbia, Canada
(the “Company”), entered into a Securities Purchase Agreement (the “SPA”) on December 7, 2022 with
each purchaser (each, an “Investor”, and collectively “Investors”) identified on the signature
page of the SPA, providing for the private placement (the “Transaction”) of shares of common stock of the Company
(“Shares”), warrants and pre-funded warrants (together, “Warrants”) to purchase Shares, and in
connection therewith, to enter into a registration rights agreement with the Investors.


 


To
induce the Company to continue its efforts in connection with the Transaction, the undersigned hereby irrevocably agrees that the undersigned
will not, during the period commencing on the date hereof and ending ninety (90) days after the Effective Date (as defined in the SPA)
(the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of,
directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for the Shares, whether now owned
or hereafter acquired by the undersigned (or any Affiliate of the undersigned) or with respect to which the undersigned (or any Affiliate
of 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 in connection with 


 


(a)
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) 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; 


 


(b)
transfers of Lock-Up Securities to a charity or educational institution; 


 


(c)
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 as of the date of this Agreement, 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;



 






    	 



     


    

 


(d)
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 Company a lock-up agreement substantially in the form of this lock-up agreement and (iii) no filing under Section
13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or other public announcement shall
be required or shall be voluntarily made during the Lock-Up Period; 


 


(e)
the receipt by the undersigned from the Company of Shares upon the vesting of restricted stock awards or stock units or upon the exercise
of options to purchase the Shares issued under an equity incentive plan of the Company or an employment arrangement (the “Plan
Shares”) or the transfer or withholding of Shares or any securities convertible into 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 of the Exchange Act reporting a reduction
in beneficial ownership of 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; 


 


(f)
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; 


 


(g)
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 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 provided further that competent legal counsel for the Company shall have first advised that
such transfer is a mandatory and not voluntary transfer; and 


 


(h)
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 Shares involving a change of control (as defined below) of the Company after the closing of the Transaction
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 (i) 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.


 






    	 



     


    

 


This
Letter Agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company and the undersigned.
This Letter Agreement shall be governed by and construed in accordance with the law of the State of New York. 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 the City and County of New York, 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 any Purchaser and that no Purchaser is entitled
to cast any votes on the matters herein contemplated and that no issuance or sale of the Securities is created or intended by virtue
of this Letter Agreement.


 


The
undersigned understands that the Company is relying upon this lock-up agreement in proceeding toward consummation of the Transaction.
The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs,
legal representative, successors and assigns. This lock-up agreement is intended for the benefit of the addressees hereto and their respective
successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


The
undersigned understands that, if the SPA is not executed by December 23, 2022 or if the SPA (other than the provisions thereof which
survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder, then this
lock-up agreement shall be void and of no further force or effect.


 


Whether
or not the Transaction actually occurs depends on a number of factors, including market conditions. Any Transaction will only be made
pursuant to the Securities Purchase Agreement.


 


[Signature
Page Follows]


 




    	 



     


    

 








	 	Very
    truly yours,
	 	 
	 	 	 
	 	 
	 	(Signature)
	 	 	 
	 	Address:	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Email:	 
	 	 	 
	 	Date: