Exhibit 10.12


 


National Securities Corporation


4551 Glencoe Ave. Suite 150


Marina del Rey, CA 90292


 


Ladies and Gentlemen:


 


This agreement is being
delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between
Aqua Metals, Inc., a Delaware corporation (the “Company”), and National Securities Corporation (“National”)
relating to a proposed underwritten public offering of shares (the “Shares”) of the Company’s Common Stock
(the “Common Stock”).


 


In order to induce
National to enter into the Underwriting Agreement, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the undersigned agrees that, during the period beginning on and including the date of the Underwriting
Agreement through and including the one year anniversary of the date of the Underwriting Agreement (the “Lock-Up Period”),
the undersigned, or any affiliated party of the undersigned, will not, without the prior written consent of National, directly
or indirectly:


 


		(i)	offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any shares of Common
Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired
by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or



 


		(ii)	enter into any swap or other agreement, arrangement or transaction that transfers to another, in
whole or in part, directly or indirectly, any of the economic consequence of ownership of any Common Stock or any securities convertible
into or exercisable or exchangeable for any Common Stock,



 


whether any transaction described in clause (i)
or (ii) above is to be settled by delivery of Common Stock, other securities, in cash or otherwise.


 


Notwithstanding the
provisions set forth in the immediately preceding paragraph, the undersigned may, without the prior written consent of National,
(1) transfer any Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock as a bona fide
gift or gifts, or by will or intestacy, to any member of the immediate family (as defined below) of the undersigned or to a trust
the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family or to a charity
or educational institution; provided, however, that it shall be a condition to the transfer that (A) the transferee executes
and delivers to National not later than one business day prior to such transfer, a written agreement, in substantially the form
of this agreement and otherwise satisfactory in form and substance to National, and (B) if the undersigned is required to
file a report under Section 16(a) of the Securities Exchange Act of 1934, as amended, reporting a reduction in beneficial
ownership of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock by the undersigned
during the Lock-Up Period, the undersigned shall include a statement in such report to the effect that such transfer or distribution
is not a transfer for value and that such transfer is being made as a gift or by will or intestacy, as the case may be or (2) exercise
or convert currently outstanding warrants, options and convertible debentures, as applicable, and exercise options under an acceptable
stock option plan, so long as the undersigned agrees that the shares of Common Stock received from any such exercise or conversion
will be subject to this agreement. For purposes of this paragraph, “immediate family” shall mean a spouse, child, grandchild
or other lineal descendant (including by adoption), father, mother, brother or sister of the undersigned.


 




    	 



    	 



    

  


The undersigned further
agrees that (i) it will not, during the Lock-Up, make any demand for or exercise any right with respect to the registration
under the Securities Act of 1933, as amended (the “1933 Act”), of any Common Stock or any securities convertible
into or exercisable or exchangeable for Common Stock, and (ii) the Company may, with respect to any Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock owned or held (of record or beneficially) by the undersigned,
cause the transfer agent or other registrar to enter stop transfer instructions and implement stop transfer procedures with respect
to such securities during the Lock-Up Period.


 


In addition, the undersigned
hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement,
instrument, understanding or otherwise, including any registration rights agreement or similar agreement, to which the undersigned
is a party or under which the undersigned is entitled to any right or benefit and any tag-along rights or other similar rights
to have any securities (debt or equity) included in the offering contemplated by the Underwriting Agreement or sold in connection
with the sale of Common Stock pursuant to the Underwriting Agreement, provided that such waiver shall apply only to the public
offering of Common Stock pursuant to the Underwriting Agreement and each registration statement filed under the 1933 Act in connection
therewith.


 


The undersigned hereby
represents and warrants that the undersigned has full power and authority to enter into this agreement and that this agreement
has been duly executed and delivered by the undersigned and is a valid and binding agreement of the undersigned. This agreement
and all authority herein conferred are irrevocable and shall survive the death or incapacity of the undersigned and shall be binding
upon the heirs, personal representatives, successors and assigns of the undersigned.


 


IN WITNESS WHEREOF, the undersigned has
executed and delivered this agreement as of the date set forth below.


 


	 	Yours very truly,
	 	 
	 	 
	 	 
	 	
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        Name:
	 
	 	 	 
	 	Date:	_____________, 2015