Exhibit 10.2

   

  Rexahn Pharmaceuticals, INC.

   

  [●], 2020

   

  Rexahn Pharmaceuticals, Inc.

  [        ][        ] 

  

  	Telephone:	[	]
	Facsimile:	[	]
	Attention:	[	  ]
	E-mail:	[	  ]


  

   

  Re: Rexahn Pharmaceuticals, Inc. - Lock-Up Agreement

   

  Dear Sirs:

   

  This Lock-Up Agreement is being delivered to you in connection with the Amended and Restated Securities Purchase Agreement (as amended from time
    to time, the “Securities Purchase Agreement”), dated as of June 29, 2020 by and among Ocuphire Pharma, Inc. (“Ocuphire”), Rexahn Pharmaceuticals, Inc. to be renamed Ocuphire Pharma, Inc. (“Rexahn”) and the investors party thereto
    (the “Buyers”), with respect to the issuance of (i) shares of Ocuphire’s common stock, $0.0001 par value per share (the “Ocuphire Common Stock”), and (ii) two series of warrants (the “Warrants”), which Warrants will be exercisable
    to purchase shares of Rexahn’s common stock, par value $0.0001 per share (the “Rexahn Common Stock,” and together with the Ocuphire Common Stock, the “Common Stock”). Capitalized terms used herein and not otherwise defined herein shall
    have the respective meanings set forth in the Securities Purchase Agreement.

   

  In order to induce the Buyers to enter into the Securities Purchase Agreement, the undersigned agrees that, commencing on the date hereof and
    ending on the date that is ninety (90) calendar days after the earlier of (i) such time as all of the Underlying Securities may be sold without restriction or limitation pursuant to Rule 144 and (ii) the date that is six (6) months following the
    Closing Date; provided, however, that in the event of a Public Information Failure on such date, the Trigger Date shall be such later date on which such Public Information Failure is cured and no longer prevents the Buyers from selling
    all Underlying Securities pursuant to Rule 144 without restriction or limitation, the undersigned will not, and will cause all affiliates (as defined in Rule 144 promulgated under the 1933 Act) of the undersigned or any person in privity with the
    undersigned or any affiliate of the undersigned not to, (A) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase, make any short sale or otherwise dispose of or agree to dispose of, directly or indirectly,
    any shares of Common Stock or Common Stock Equivalents, 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 and Exchange Act of 1934, as amended, and
    the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to any shares of Common Stock or Common Stock Equivalents owned directly by the undersigned (including holding as a custodian) or with respect to
    which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively, the “Undersigned’s Shares”), or (B) enter into any swap or other arrangement that transfers to another, in
    whole or in part, any of the economic consequences of ownership of any of the Undersigned’s Shares, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of shares of Common Stock or other securities, in cash or
    otherwise, (C) 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 (D) publicly
    disclose the intention to do any of the foregoing.

   

  

   

  
    
      

    

  

   

  The foregoing restriction is expressly agreed to preclude the undersigned, and any affiliate of the undersigned and any person in privity with
    the undersigned or any affiliate of the undersigned, from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Shares even if the
    Undersigned’s Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation,
    any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to, or derives any significant part of its value from the Undersigned’s Shares.

   

  Notwithstanding the foregoing, the undersigned may transfer the Undersigned’s Shares (i) as a bona fide gift or gifts, provided that the
    donee or donees thereof agree to be bound in writing by the restrictions set forth herein or (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust
    agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value.

   

  For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than
    first cousin. The undersigned now has, and, except as contemplated by the immediately preceding sentence, for the duration of this Lock-Up Agreement will have, good and marketable title to the Undersigned’s Shares, free and clear of all liens,
    encumbrances, and claims whatsoever. The undersigned also agrees and consents to the entry of stop transfer instructions with Rexahn’s transfer agent (the “Transfer Agent”) and registrar against the transfer of the Undersigned’s Shares except in
    compliance with the foregoing restrictions.

   

  In order to enforce this covenant, Rexahn shall impose irrevocable stop-transfer instructions preventing the Transfer Agent from effecting any
    actions in violation of this Lock-Up Agreement.

   

  The undersigned acknowledges that the execution, delivery and performance of this Lock-Up Agreement is a material inducement to each Buyer to
    complete the transactions contemplated by the Securities Purchase Agreement and that Rexahn 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 Lock-Up 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 Securities
    Purchase Agreement.

   

  The undersigned understands and agrees that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal
    representatives, successors, and assigns.

   

  

  
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  This Lock-Up Agreement may be executed in two counterparts, each of which shall be deemed an original but both of which shall be considered one
    and the same instrument.

   

  This Lock-Up Agreement will be governed by and construed in accordance with the laws of the State of New York, without giving effect to any
    choice of law or conflicting provision or rule (whether of the State of New York, or any other jurisdiction) that would cause the laws of any jurisdiction other than the State of New York to be applied. In furtherance of the foregoing, the internal
    laws of the State of New York will control the interpretation and construction of this Lock-Up Agreement, even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily
    apply.

   

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  	 	Very truly yours,	 
	 	 	 
	 	Exact Name of Stockholder	 
	 	 	 
	 	Authorized Signature	 
	 	 	 
	 	Title	 


  

  

  

  	 	 	 
	Agreed to and Acknowledged:	 
	 	 	 
	REXAHN PHARMACEUTICALS, INC.	 
	 	 	 
	By:	 	 
		Name:	 
		Title:	 


  

  

  	 	 	 
	OCUPHIRE PHARMA, INC.	 
	 	 	 
	By:	 	 
		Name:	 
		Title:	 


   

   

  

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