Form of Notice of Grant of Restricted Stock Bonus for NeuroBo Pharmaceuticals, Inc. to the 2018 Stock Plan

Participant:

Date of Grant:

Total Number of Shares:

                         , subject to adjustment as provided by the Restricted Stock Bonus Agreement.

Initial Vesting Date:

The date one (1) year after [Date of Grant]

Vested Shares:

Except as provided in the Restricted Bonus 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 that 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 through the third such additional year, an additional 25% of the Total Number of Shares, OR

which are not then Vested Shares will accelerate in vesting effective immediately and become Vested Shares.

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 compensation or a material decrease in the Participant’s benefits which adversely affects the Participant in a manner different than other employees or officers of or service provides to 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 or service 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 a 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 Shares which are not then Vested Shares will accelerate in vesting effective immediately prior to such event.

NEUROBO PHARMACEUTICALS, INC.

PARTICIPANT

By:

Signature

Its:

Date

Address:

177 Huntington Avenue, Suite 1700

Boston, MA 02115

Address