Exhibit 10.2


 


FORM OF LOCK-UP AGREEMENT


 


THIS LOCK-UP AGREEMENT (this
“Agreement”) is made and entered into as of November 14, 2022 by and among (i) Industrial Tech Acquisitions
II, Inc., a Delaware corporation, (including any successor entity thereto, the “Purchaser”) and (ii) the
undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed
to such term in the Merger Agreement (defined below).


 


WHEREAS, on or about
the date hereof, (i) the Purchaser, (ii) ITAQ Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger
Sub”), and (iii) NEXT Renewable Fuels, Inc., a Delaware corporation (the “Company”), entered into
that certain Agreement and Plan of Merger (as amended from time to time in accordance with the terms thereof, the “Merger
Agreement”), pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the surviving
entity (the “Merger”), and as a result of which, (a) all of the issued and outstanding Company Common Stock
immediately prior to the Effective Time, shall no longer be outstanding and shall automatically be cancelled and shall cease to exist,
in exchange for the right for each Company Stockholder to receive its portion of the Merger Consideration in the manner provided in the
Merger Agreement, (b) the Company, as the surviving corporation, will be a wholly-owned subsidiary of the Purchaser, and (c) the Company
Options outstanding at the Effective Time shall be assumed (with adjustments to the number and exercise price of such assumed Company
Options to reflect the Conversion Ratio, by Purchaser with the result that such assumed Company Options shall be replaced with Assumed
Options exercisable into shares of Purchaser Class A Common Stock, all upon the terms and subject to the conditions set forth in the Merger
Agreement and in accordance with the applicable provisions of the of the DGCL;


 


WHEREAS, as of the
date hereof, Holder is a holder of the Company Securities in such amounts as set forth underneath Holder’s name on the signature
page hereto; and


 


WHEREAS, pursuant to
the Merger Agreement, and in view of the valuable consideration to be received by Holder thereunder, the parties desire to enter into
this Agreement, pursuant to which the Merger Consideration, and/or the Assumed Options and all Purchaser Class A Common Stock underlying
the Assumed Options received by Holder in the Merger (all such securities, 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. Lock-Up
Provisions.


 


(a) Holder
hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the
earlier of (A) the one (1) year anniversary of the date of the Closing and (B) 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
stockholders having the right to exchange their equity holdings in Purchaser for cash, securities or other property: (i) 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, (ii) 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 (iii) publicly disclose the intention to do any of the foregoing, whether any such
transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in
cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The
foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, will or intestate
succession upon the death of Holder, (II) to any Permitted Transferee (as defined below) 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 the Purchaser
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: (A) 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 or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct
descendants and ascendants (including adopted and step children and parents) of such person and his or her spouse or domestic partner
and siblings), (B) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (C) if Holder is a trust,
the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (D) if Holder is an entity, as a distribution
to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of
Holder, and (E) any affiliate of Holder. Holder further agrees to execute such agreements as may be reasonably requested by Purchaser
that are consistent with the foregoing or that are necessary to give further effect thereto.


 


(b) 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.


 


(c) During
the Lock-Up Period, 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 [●], 2022, BY AND AMONG THE
ISSUER OF SUCH SECURITIES (THE “ISSUER”), A CERTAIN REPRESENTATIVE OF THE ISSUER NAMED THEREIN AND THE ISSUER’S SECURITY
HOLDERS NAMED THEREIN. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN
REQUEST.”


 


(d) For
the avoidance of any doubt, Holder shall retain all of its rights as a stockholder of the Purchaser during the Lock-Up Period, including
the right to vote any Restricted Securities, subject to the terms of the Merger Agreement and, the Voting Agreement.


 






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2. Miscellaneous.


 


(a) Termination
of Merger Agreement. Notwithstanding anything to the contrary contained herein, in the event that the Merger 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. The 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.


 


(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 Delaware, 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 Delaware
(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 or proceeding 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).


 


(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 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.


 






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(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 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 Purchaser, at or prior to the Closing, to:	 	With
    a copy (which will not constitute notice) to:
	 	 	 
	Industrial Tech Acquisitions II, Inc.	 	Ellenoff Grossman & Schole LLP
	5090 Richmond Ave, Suite 319	 	1345 Avenue of the Americas, 11th Floor
	Houston, Texas, 77056	 	New York, New York 10105
	Attn:	 R. Greg Smith, CFO	 	Attn:	 Richard I. Anslow, Esq. (ext.
    7194)
	Telephone: (713) 599-1300	 	Asher S. Levitsky P.C. (ext. 7152)
	Email:	 greg@texasventures.com	 	Telephone No.: (212) 370-1300
	 	 	Email:	 ranslow@egsllp.com
	 	 	 	alevitsky@egsllp.com
	If to the Purchaser after the Closing,
    to:	 	with a copy (which shall not constitute
    notice) to:
	 	 	 
	NXTCLEAN Fuels Inc.	 	ArentFox Schiff LLP
	11767 Katy Freeway	 	1717 K Street NW
	Suite 700	 	Washington, DC 20006
	Houston, Texas 77079	 	Attn:	Ralph De Martino, Esq.                   
	Attn:	Chris Efird, CEO, and	 	Nick Tipsord, Esq.
	David Kane, CFO	 	Telephone No.: 202.724.6848
	Telephone No.: 281.541.7311	 	Email:	 Ralph.DeMartino@afslaw.com
	Email:	 chris@nextrenewables.com	 	Nick.Tipsord@afslaw.com
	david@nextrenewables.com	 	
	 	 	and
	 	 	 
	 	 	Ellenoff Grossman & Schole LLP
	 	 	1345 Avenue of the Americas, 11th Floor
	 	 	New York, New York 10105
	 	 	Attn:	Richard I. Anslow, Esq. (ext. 7194)
	 	 	Asher S. Levitsky P.C. (ext. 7152)
	 	 	Telephone No.:  (212) 370-1300
	 	 	Email:	 ranslow@egsllp.com
	 	 	 	alevitsky@egsllp.com
	 	 	 	 






	If to Holder, to:  the address set forth under Holder’s name on the signature page hereto, with a copy (which will not constitute notice) to, if not the party sending the notice, the Purchaser.



 






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(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 the Purchaser 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.


 


(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 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, the Purchaser 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, together with the Merger Agreement to the extent referred to herein, 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 Merger Agreement or any Ancillary Document. Notwithstanding the foregoing,
nothing in this Agreement shall limit any of the rights or remedies of the Purchaser or any of the obligations of Holder under any other
agreement between Holder and the Purchaser or any certificate or instrument executed by Holder in favor of the Purchaser, and nothing
in any other agreement, certificate or instrument shall limit any of the rights or remedies of the Purchaser 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 be executed in multiple counterparts (including by facsimile or pdf or other electronic document
transmission), each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.


 


{Remainder of Page Intentionally Left Blank;
Signature Pages Follow}


 



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


 


	 	Purchaser:
	 	 
	 	Industrial Tech Acquisitions II, Inc.
	 	 
	 	By:	       
	 	Name:
	 	Title:



 


{Additional Signature on the Following Page}


 






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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 of Shares, Options and Other Company Securities:	 
	 	 
	Company Common Stock:		 
		 
	 	 
	Company Options:		 
		 
	 	 
	Other Company Securities:		 
		 
	 	 
	Address for Notice:	 
	 	 
	Address:	  	 
		 
		 
	Facsimile No.:		 
	Telephone No.:		 
	Email: 		 


 


{Signature Page to Lock-Up Agreement}