Exhibit 10.1


 


Form
of Lock-Up Agreement


 


      ,
2017


 


ViewTrade Securities,
Inc. 


7280 W. Palmetto Park
Road Suite 105


Boca Raton, Florida 33433


 


As Representative of the Underwriters


named on Annex A to the Underwriting Agreement


 


Dear Sirs:


 


As an inducement to
the underwriters, for which ViewTrade Securities, Inc. is acting as representative (the “Representative”), to
execute an underwriting agreement (the “Underwriting Agreement”) providing for a public offering (the “Offering”)
of common shares (the “Common Shares”), of Newater Technology, Inc. and any successor (by merger or otherwise)
thereto (the “Company”), the undersigned hereby agrees that without, in each case, the prior written consent
of the Representative during the period specified in the second succeeding paragraph (the “Lock-Up Period”),
the undersigned will not: (1) offer, pledge, announce the intention to sell, 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, make any short sale or otherwise
transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into, exercisable or exchangeable
for or that represent the right to receive Common Shares (including Common Shares which may be deemed to be beneficially owned
by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which
may be issued upon exercise of a stock option or warrant) whether now owned or hereafter acquired (the “Undersigned’s
Securities”); (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences
of ownership of the Undersigned’s Securities, whether any such transaction described in clause (1) or (2) above is to be
settled by delivery of Common Shares or such other securities, in cash or otherwise; (3) make any demand for or exercise any right
with respect to, the registration of any Common Shares or any security convertible into or exercisable or exchangeable for Common
Shares; or (4) publicly disclose the intention to do any of the foregoing.


 


The undersigned agrees
that the foregoing restrictions preclude 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 Securities even
if such Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would
include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any of the
Undersigned’s Securities or with respect to any security that includes, relates to, or derives any significant part of its
value from such Securities.


 


The Lock-Up Period
will commence on the date of this Agreement and continue and include the date 180 days after the date of the final prospectus used
to sell Common Shares in the Offering pursuant to the Underwriting Agreement.


 


If the undersigned
is an officer or director of the Company, (i) the Representative agrees that, at least three business days before the effective
date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Shares, the Representative
will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce
the impending release or waiver by issuing a press release through a major news service at least two business days before the effective
date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall
only be effective two business days after the publication date of such press release. The provisions of this paragraph will not
apply if both (a) the release or waiver is effected solely to permit a transfer not for consideration, and (b) the transferee has
agreed in writing to be bound by the same terms described in this letter that are applicable to the transferor, to the extent and
for the duration that such terms remain in effect at the time of the transfer.


 






    


     


    

 


Notwithstanding the
foregoing, the undersigned may transfer the Undersigned’s Securities (i) as a bona fide gift or gifts, (ii) to any trust
for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, (iii) if the undersigned is a
corporation, partnership, limited liability company, trust or other business entity (1) transfers to another corporation, partnership,
limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated
under the Securities Act of 1933, as amended) of the undersigned or (2) distributions of Common Shares or any security convertible
into or exercisable for Common Shares to limited partners, limited liability company members or stockholders of the undersigned,
(iv) if the undersigned is a trust, transfers to the beneficiary of such trust, (v) by testate succession or intestate succession
or (vi) pursuant to the Underwriting Agreement; provided, in the case of clauses (i)-(v), that (x) such transfer shall not involve
a disposition for value, (y) the transferee agrees in writing with the Representative to be bound by the terms of this Lock-Up
Agreement, and (z) no filing by any party under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), shall be required or shall be made voluntarily in connection with such transfer. Furthermore, notwithstanding
the foregoing, the undersigned may transfer the Undersigned’s Securities in a transaction not involving a public offering
or public resale; provided that (x) the transferee agrees in writing with the Representative to be bound by the terms of this Lock-Up
Agreement, and (y) no filing by any party under Section 16(a) of the Exchange Act shall be required or shall be made voluntarily
in connection with such transfer. For purposes of this Agreement, “immediate family” shall mean any relationship by
blood, marriage or adoption, nor more remote than first cousin.


 


In furtherance of the
foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of Common Shares
if such transfer would constitute a violation or breach of this Agreement.


 


The undersigned hereby
represents and warrants that the undersigned has full power and authority to enter into this Agreement and that upon request, the
undersigned will execute and additional documents necessary to ensure the validity or enforcement of this Agreement. All authority
herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns,
heirs or personal representatives of the undersigned.


 


The undersigned understands
that the undersigned shall be released from all obligations under this Agreement if (i) the Company notifies the Representative
that it does not intend to proceed with the Offering, (ii) the Underwriting Agreement does not become effective, or if the
Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to
payment for and delivery of the Common Shares to be sold thereunder, or (iii) the Offering is not completed by August
30, 2017.


 


The undersigned understands
that the underwriters named in the Underwriting Agreement are entering into the Underwriting Agreement and proceeding with the
Offering in reliance upon this Agreement.


 


[signature page follows]


 




    


     


    

 


This Agreement shall
be governed by, and construed in accordance with, the laws of the State of New York.


 





	 	Very truly yours,
	 	 
	 	 
	 	Printed Name of Holder


 


	 	By:	 
	 	 	Signature


 


	 	 
	 	Printed Name of Person Signing
	 	 
	 	(and indicate capacity of person signing if
	 	signing as custodian, trustee, or on behalf of an entity)