Exhibit 10.46

 

NEUROBO PHARMACEUTICALS, INC.

NOTICE OF GRANT OF RESTRICTED STOCK PURCHASE RIGHT

 

The Participant has been granted a right to purchase (the “Purchase Right”) certain shares of Stock (the “Shares”) of NeuroBo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), pursuant to the NeuroBo Pharmaceuticals, Inc. 2018 Stock Plan (the “Plan”), as follows:

 

	
Participant:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Date of Grant:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Total Number of Shares:
    	
 
    	
                          ,   subject to adjustment as provided by the Restricted Stock Purchase Agreement.
    
	
 
    	
 
    	
 
    
	
Purchase Price:
    	
 
    	
$
    
	
 
    	
 
    	
 
    
	
Expiration Date:
    	
 
    	
                          (Not later than 30 days after Date of Grant   unless the Board determines otherwise)
    
	
 
    	
 
    	
 
    
	
Initial Vesting Date:
    	
 
    	
The date one   (1) year after [vesting commencement   date]
    
	
 
    	
 
    	
 
    
	
Vested Shares:
    	
 
    	
Except as provided in   the Restricted Stock Purchase Agreement, (i) prior to the Initial   Vesting Date, the number of Vested Shares is zero (0), and (ii) on or as   of any date after the Initial Vesting Date, the number of Vested Shares is   determined by adding:

 

1.              [25%] of the Total   Number of Shares (provided the Participant’s Service has not terminated prior   to the Initial Vesting Date),  PLUS

 

2.              [For each   additional full year of the Participant’s continuous Service from the Initial   Vesting Date, 25% of the remaining shares] OR

 

2.  [For each additional full month of the   Participant’s continuous Service from the Initial Vesting Date, 1/36 of the   remaining shares]; [VESTING TERMS CAN BE   MODIFIED AS DESIRED ON A GRANT-BY-GRANT BASIS]

 

[OPTIONAL LANGUAGE   BELOW.  THIS LANGUAGE IS NOT REQUIRED,   BUT IS COMMONLY SEEN FOR EXECUTIVE LEVEL EMPLOYEES.  LANGUAGE BELOW PROVIDES FOR “DOUBLE   TRIGGER” CHANGE IN CONTROL VESTING — I.E., NEED A CHANGE IN CONTROL AND   INVOLUNTARY TERMINATION WITHOUT CAUSE OR VOLUNTARY TERMINATION FOR “GOOD   REASON” WITHIN SPECIFIED PERIOD OF TIME FOLLOWING CHANGE IN CONTROL.  CAN ALSO PROVIDE FOR 50%, OR SOME OTHER   PERCENT (RATHER THAN 100%, AS SHOWN BELOW), ACCELERATION OF VESTING.  LESS COMMON IS “SINGLE TRIGGER” CHANGE IN   CONTROL VESTING — I.E., VESTING ACCELERATES AUTOMATICALLY UPON A CHANGE IN   CONTROL, REGARDLESS OF WHETHER SERVICE TERMINATES.  THIS IS ALL SUBJECT TO NEGOTIATION BETWEEN   THE PARTICIPANT AND THE BOARD.

 

[Notwithstanding the   foregoing, if the Company is subject to a Change in Control (as defined in   the Plan) before the Participant’s employment with the Company terminates,   and in connection with or within [12] months following the Change in Control   should the Company terminate the Participant’s employment for reasons other   than “Cause” or should the 
    


 











 

	
 
    	
 
    	
Participant resign for   “Good Reason,” [one hundred percent (100%)] of the shares which are not then   Vested Shares will accelerate in vesting effective immediately prior to such   event.

 

For purposes of the   foregoing, “Good Reason” means the occurrence of any of the following   conditions without the Participant’s prior written consent and upon written   notice by the Participant to the Company, which must be made within thirty   (30) days after the occurrence of such conditions:  (i) a material, adverse change in the   responsibilities or duties assigned to the Participant, as measured against   the Participant’s responsibilities or duties immediately prior to such   change, that causes the Participant’s position to be of materially reduced stature   or responsibility; (ii) a decrease in the Participant’s base salary or a   material decrease in the Participant’s employee benefits which adversely   affects the Participant in a manner different than other employees or   officers of the Company; (iii) the relocation of the Participant’s   workplace to a facility or a location more than 50 miles from the   Participant’s present location; or (iv) a material breach of any   employment agreement or offer letter between the Participant and the Company   which breach, to the extent curable, is not cured within thirty (30) days of   receiving written notice of such breach.    For purposes of clarification, a resignation by an Participant will be   deemed to be for “Good Reason” hereunder only if such Participant   (i) notifies the Company in writing of such resignation within thirty   (30) days of the occurrence of such “Good Reason,” and such resignation is   effective as of date within thirty (30) days of the occurrence of such “Good   Reason,” and (ii) cites the “Good Reason” as the reason for such   resignation.

 

For purposes of   clarification, if the Participant is a Director, but not an Employee, Officer   or Consultant, of the Company immediately prior to a Change in Control and   does not continue as a Director of the Company (or a successor, as   applicable) following the Change in Control, the Participant’s Service shall   be deemed to have been terminated by the Company without Cause and [one   hundred percent (100%)] of the Option Shares which are not then Vested Shares   will accelerate in vesting effective immediately prior to such event.]
    


 

By their signatures below, the Company and the Participant agree that the Purchase Right and any shares acquired upon the exercise thereof are governed by this Grant Notice and by the provisions of the Plan and the Stock Purchase Agreement, both of which are attached to and made a part of this document.  The Participant acknowledges receipt of copies of the Plan and the Stock Purchase Agreement, represents that the Participant has read and is familiar with their provisions, and hereby accepts the Purchase Right subject to all of their terms and conditions.

 

	
NEUROBO   PHARMACEUTICALS, INC.
    	
PARTICIPANT
    
	
 
    	
 
    
	
By:
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
Signature
    
	
Its:
    	
 
    	
 
    	
 
    
	
 
    	
Date
    
	
Address:
    	
177 Huntington Avenue,   Suite 1700
    	
 
    
	
 
    	
Boston, MA 02115 
    	
Address
    
	
 
    	
 
    	
 
    
					


 

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ATTACHMENTS:                                           2018 Stock Plan, as amended to the Date of Grant; Restricted Stock Purchase Agreement, Exercise Notice, Assignment Separate from Certificate and form of Section 83(b) Election

 

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