Exhibit 10.3


 


Final Form


 


FORM OF LOCK-UP AGREEMENT


 


THIS LOCK-UP AGREEMENT (this
 “Agreement”) is made and entered into as of [_____________], 2021 by and among Yunhong International,
a Cayman Islands exempted company, which will be known after the consummation of the transactions contemplated by the Share Exchange Agreement
(as defined below) as “Giga Energy Ltd.” (including any successor entity thereto, “Purchaser”);
(ii) LF International Pte. Ltd., a Republic of Singapore company, in the capacity under the Share Exchange Agreement as the Purchaser
Representative (including any successor Purchaser Representative appointed in accordance therewith, the “Purchaser Representative”),
and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have
the meaning ascribed to such term in the Share Exchange Agreement.


 


WHEREAS, on May 14,
2021, Purchaser, the Purchaser Representative and Holder entered into that certain Share Exchange Agreement (as amended from time to time
in accordance with the terms thereof, the “Share Exchange Agreement”), by and among: Purchaser; Purchaser Representative;
Giga Energy Inc., a corporation formed under the laws of British Columbia, Canada (the “Company”); each of the
shareholders of the Company named therein, including Holder (collectively, the “Sellers”); and Dr. Bruno Wu,
in the capacity as the Seller Representative thereunder, pursuant to which, subject to the terms and conditions thereof, Purchaser will
acquire from the Sellers all of the issued and outstanding equity interests of the Company in exchange for Purchaser Ordinary Shares,
a portion of which will be set aside in escrow and held in an escrow account in accordance with the terms and conditions of the Share
Exchange Agreement and the Escrow Agreement to be entered into by the Purchaser, the Purchaser Representative, the Seller Representative
and the Escrow Agent;


 


WHEREAS, Holder is
a holder of the capital stock of the Company in such amount as set forth underneath Holder’s name on the signature page hereto;
and


 


WHEREAS, pursuant to
the Share Exchange Agreement, and in view of the valuable consideration to be received by Holder thereunder, including the rights under
the Registration Rights Agreement being entered into by and among Purchaser, the Purchaser Representative and the Sellers, including Holder,
on or about the date hereof in connection with the Share Exchange Agreement (the “Registration Rights Agreement”),
the parties desire to enter into this Agreement, pursuant to which the Exchange Shares, to be issued to Holder (including any shares held
in escrow as Escrow Shares) (such Exchange Shares, together with any securities paid as dividends or distributions with respect to such
securities or into which such securities are exchanged or converted, the “Restricted Securities”) shall become
subject to limitations on disposition as set forth herein.


 


NOW, THEREFORE, in
consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and intending to
be legally bound hereby, the parties hereby agree as follows:


 






    1


     


    

 


1.            
Lock-Up Provisions.


 


(a)                Holder
hereby agrees not to, during the period commencing from the Closing and ending on the earliest of, (x) the six (6) month anniversary
of the date of the Closing, (y) the date on which the closing sale price of the Purchaser Ordinary Shares equals or exceeds $12.00
per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any twenty (20) trading days
within any thirty (30) trading day period commencing at least 150 days after the Closing, and (z) the date after the Closing on
which Purchaser consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that
results in all of Purchaser’s shareholders having the right to exchange their equity holdings in Purchaser for cash,
securities or other property (the “Lock-Up Period”): (A) lend, offer, pledge, hypothecate, encumber,
donate, assign, 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, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities,
(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 the Restricted Securities, or (C) publicly disclose the intention to do any of the foregoing, whether any such
transaction described in clauses (A), (B) or (C) above is to be settled by delivery of Restricted Securities or other securities, in
cash or otherwise (any of the foregoing described in clauses (A), (B) or (C), a “Prohibited Transfer”).
The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (other than Escrow
Shares until such Escrow Shares are disbursed to Holder from the Escrow Account in accordance with the terms and conditions of the
Share Exchange Agreement and the Escrow Agreement) (i) by gift, will or intestate succession upon the death of Holder, (ii) to any
Permitted Transferee or (iii) pursuant to a court order or settlement agreement related to the distribution of assets in connection
with the dissolution of marriage or civil union; provided, however, that in any of cases (i), (ii) or (iii) it shall be a condition
to such transfer that the transferee executes and delivers to Purchaser and the Purchaser Representative an agreement stating that
the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder,
and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this
Agreement, the term “Permitted Transferee” shall mean: (I) the members of Holder’s immediate family
(for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following:
such person’s spouse, the siblings of such person and his or her spouse, and the direct descendants and ascendants (including
adopted and step children and parents) of such person and his or her spouses and siblings), (II) any trust for the direct or
indirect benefit of Holder or the immediate family of Holder, (III) if Holder is a trust, to the trustor or beneficiary of such
trust or to the estate of a beneficiary of such trust, (IV) as a distribution to limited partners, shareholders, members of, or
owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (V) to any affiliate of Holder.
Holder further agrees to execute such agreements as may be reasonably requested by Purchaser or the Purchaser Representative that
are consistent with the foregoing or that are necessary to give further effect thereto.


 


(b)               
Holder further acknowledge and agrees that notwithstanding Section 1(a) above, it shall not be permitted to engage in any
Prohibited Transfer with respect to any Escrow Shares until such Escrow Shares are disbursed to Holder from the Escrow Account in accordance
with the terms and conditions of the Share Exchange Agreement and the Escrow Agreement.


 


(c)               
If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer
shall be null and void ab initio, and Purchaser shall refuse to recognize any such purported transferee of the Restricted Securities as
one of its equity holders for any purpose. In order to enforce this Section 1, Purchaser may impose stop-transfer instructions
with respect to the Restricted Securities of Holder (and permitted transferees and assigns thereof) until the end of the Lock-Up Period.


 


(d)               
During the Lock-Up Period (and with respect to any Escrow Shares, if longer, the during the period when such Escrow Shares are
held in the Escrow Account), each certificate evidencing any Restricted Securities shall be stamped or otherwise imprinted with a legend
in substantially the following form, in addition to any other applicable legends:


 


“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [●], 2021, BY AND AMONG THE ISSUER
OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP
AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”


 






    2


     


    

 


(e)               
For the avoidance of any doubt, Holder shall retain all of its rights as a shareholder of Purchaser during the Lock-Up Period,
including the right to vote any Restricted Securities.


 


2.             
Miscellaneous.


 


(a)               
Termination of Share Exchange Agreement. Notwithstanding anything to the contrary contained herein, in the event that the
Share Exchange Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations
of the parties hereunder shall automatically terminate and be of no further force or effect.


 


(b)               
Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit
of the parties hereto and their respective permitted successors and assigns. This Agreement and all obligations of Holder are personal
to Holder and may not be transferred or delegated by Holder at any time. Purchaser may freely assign any or all of its rights under this
Agreement, in whole or in part, to any successor entity (whether by merger, consolidation, equity sale, asset sale or otherwise) without
obtaining the consent or approval of Holder. If the Purchaser Representative is replaced in accordance with the terms of the Share Exchange
Agreement, the replacement Purchaser Representative shall automatically become a party to this Agreement as if it were the original Purchaser
Representative hereunder.


 


(c)               
Third Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection
with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person
or entity that is not a party hereto or thereto or a successor or permitted assign of such a party.


 


(d)               
Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement
shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles
thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court
located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto
hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating
to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or
otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property
is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is
improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party
agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in
any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in
any other Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery
of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section
2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.


 


(e)                WAIVER
OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (ii)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 2(e).


 






    3


     


    

 


(f)                
Interpretation. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in
construing or interpreting this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement
shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include
the plural and vice versa; (ii) “including” (and with correlative meaning “include”) means including without limiting
the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without
limitation”; (iii) the words “herein,” “hereto,” and “hereby” and other words of similar import
in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision
of this Agreement; and (iv) the term “or” means “and/or”. The parties have participated jointly in the negotiation
and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement
shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring
any party by virtue of the authorship of any provision of this Agreement.


 


(g)               
Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have
been duly given when delivered (i) in person, (ii) by facsimile or other electronic means, with affirmative confirmation of receipt, (iii)
one Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days
after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable party
at the following addresses (or at such other address for a party as shall be specified by like notice):


 


	
     

    If to the Purchaser at or prior to the Closing:

     

    Yunhong International

    4 – 19/F, 126 Zhong Bei,

    Wuchang District, Wuhan,

    China, 43006

    Attn: Patrick Orlando, CEO

    Telephone No.: +86 131 4555 5555

    Email: porlando@benesserecapital.com
	
     

    With a copy to (which shall not constitute notice):

     

    Ellenoff Grossman & Schole, LLP

1345 Avenue of the Americas, 11th Floor

New York, NY 10105

Attn:   Attn:Barry I. Grossman, Esq.

Fax:     (212) 370-7889

Tel:     (212) 370-1300

Email:  Email:bigrossman@egsllp.com


     




 






    4


     


    

 


	
     

    If to the Purchaser Representative:

     

    LF International Pte. Ltd.

    LF International Pte. Ltd.

    470 North Bridge Road, #05-12

    Bugis Cube – Singapore (188735)

    Attention: Yubao Li

    Telephone No.: 18086626600

    Email: yubao.li@yunhongkg.com]
	
     

    With a copy to (which shall not constitute notice):

     

    Ellenoff Grossman & Schole, LLP

    1345 Avenue of the Americas, 11th Floor

    New York, NY 10105

    Attn:     Attn:Barry I. Grossman, Esq.

    Fax:       (212) 370-7889

    Tel:       (212) 370-1300

    Email:  Email:  bigrossman@egsllp.com

     

	
     

    If to Purchaser after the Closing, to:

     

    Giga Energy Ltd.

    282 Main Street, Suite B

    Port Washington, NY 11050

    Attention: Richard Frankel

    Facsimile No.: (646) 879-9164

    Telephone No.: (646) 879-9164

    Email: Richard.Frankel@aresmotor.com

     
	
     

    With copies to (which shall not constitute notice):

     

    Loeb & Loeb LLP

345 Park Avenue, New York, NY 10154

Attn:    Mitchell S. Nussbaum, Esq.

          Ronelle C. Porter Esq.

    Facsimile No.:     (212) 407-4990

    Telephone No.:  (212) 407-4000

         (212) 407-4110

    Email:  mnussbaum@loeb.com

    rporter@loeb.comcom

     

    and

     

    the Purchaser Representative (and its copy for notices hereunder)

     

	If to Holder, to:  the address set forth below Holder’s name on the signature page to this Agreement.


 


(h)               
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be
waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of Purchaser,
the Purchaser Representative and Holder. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof.
No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be
or construed as a further or continuing waiver of any such term, condition, or provision.


 


(i)                
Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction,
such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal
and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or
impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon
such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties will substitute for
any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and
enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.


 






    5


     


    

 


(j)                 Specific
Performance. Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in the event
of a breach of this Agreement by Holder, money damages will be inadequate and Purchaser (and the Purchaser Representative on behalf
of Purchaser) will have no adequate remedy at law, and agrees that irreparable damage would occur in the event that any of the
provisions of this Agreement were not performed by Holder in accordance with their specific terms or were otherwise breached.
Accordingly, each of Purchaser and the Purchaser Representative shall be entitled to an injunction or restraining order to prevent
breaches of this Agreement by Holder and to enforce specifically the terms and provisions hereof, without the requirement to post
any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy
to which such party may be entitled under this Agreement, at law or in equity.


 


(k)               
Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties with respect
to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties
is expressly canceled; provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations
of the parties under the Share Exchange Agreement or any Ancillary Document, including the Registration Rights Agreement. Notwithstanding
the foregoing, nothing in this Agreement shall limit any of the rights or remedies of Purchaser and the Purchaser Representative or any
of the obligations of Holder under any other agreement between Holder and Purchaser or the Purchaser Representative or any certificate
or instrument executed by Holder in favor of Purchaser or the Purchaser Representative, and nothing in any other agreement, certificate
or instrument shall limit any of the rights or remedies of Purchaser or the Purchaser Representative or any of the obligations of Holder
under this Agreement.


 


(l)                
Further Assurances. From time to time, at another party’s request and without further consideration (but at the requesting
party’s reasonable cost and expense), each party shall execute and deliver such additional documents and take all such further action
as may be reasonably necessary to consummate the transactions contemplated by this Agreement.


 


(m)             
Counterparts; Facsimile.  This Agreement may also be executed and delivered by facsimile signature or by email in portable
document format in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one
and the same instrument.


 


[Remainder of Page Intentionally Left Blank;
Signature Pages Follow]


 






    6


     


    

 


IN WITNESS WHEREOF, the parties have executed
this Lock-Up Agreement as of the date first written above.


 


 


		Purchaser:
	 	 
	 	yunhong international
	 	 
		By:	 
	 	Name:
	 	Title:
	 	 
		The
                                            Purchaser Representative:
	 	 
	 	LF
                                            INTERNATIONAL PTE. LTD.

                                                                                

	 	in its capacity under the Share Exchange Agreement

                                                                                as the Purchaser Representative

	 	 
	 	By:	 
	 	Name:
	 	Title:




 


{Additional Signature on the Following Page}


 


{Signature Page to Lock-Up Agreement}


 






     


     


    

 


IN WITNESS WHEREOF, the parties have executed
this Lock-Up Agreement as of the date first written above. 


 


	Holder:	 
	 	 
	Name of Holder:	[______________________________________________]	 



 


	By:	 	 
	Name:
	Title:



 


	Number and Type of Shares of Company Capital Stock:
	 
	 



 


	Address for Notice:
	 
	Address:	 
	 
	 
	 



 


	Facsimile No.:	 
	Telephone No.:	 
	Email:	 


 


{Signature Page to Lock-Up
Agreement}