Exhibit 10.17


 





[•], 2018


 


Network 1 Financial Securities, Inc.


The Galleria, Penthouse


2 Bridge Avenue, Building 2


Red Bank, NJ 07701 


 


Ladies and Gentlemen:


 


This Lock-Up Agreement (this “Agreement”)
is being delivered to Network 1 Financial Securities, Inc. (“Network 1”) in connection with the proposed Underwriting
Agreement (the “Underwriting Agreement”) between Jerash Holdings (US), Inc., a Delaware corporation (the “Company”),
and Network 1, as underwriter (the “Underwriter”), and the other parties thereto (if any), relating to the proposed
initial public offering (the “Offering”) of shares of common stock, par value $0.001 per share (the “Common
Stock ”), of the Company.


 


In order to induce Network 1 to enter into the Underwriting
Agreement, and in light of the benefits that the offering of the Common Stock will confer upon the undersigned in its capacity
as a securityholder of less than 5% of the Company’s outstanding shares of Common Stock, and for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each Underwriter that, during the period
beginning on and including the date of this Agreement through and including the date that is the 90th day after the
closing date of the Offering (the “Lock-Up Period”), the undersigned will not, without the prior written consent
of Network 1, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or
announce the intention to otherwise dispose of, any shares of Common Stock now owed or hereafter acquired by the undersigned or
with respect to which the undersigned has or hereafter acquires the power of disposition (including, without limitation, Common
Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated
under the Securities Act of 1933, as amended, and as the same may be amended or supplemented on or after the date hereof from time
to time (the “Securities Act”) (such shares, the “Beneficially Owned Shares”)) or securities
convertible into or exercisable or exchangeable for Common Stock, (ii) enter into any swap, hedge or similar agreement or arrangement
that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or 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 (iii) engage in any short selling of the Common Stock.
The undersigned acknowledges and agrees that any sales after the Lock-Up Period shall be conducted in connection with a registration
statement or an exemption from registration and that the Company will analyze such exemptions with reference to the Undersigned’s
status as an affiliate or non-affiliate of the Company as provided by Rule 144 promulgated under the Securities Act, or successor
rule.


 






    	 		 



     


    




 


The restrictions set forth in the immediately preceding paragraph
shall not apply:


 


		(1)	if the undersigned is a natural person, any transfers made by the undersigned (a) as a bona fide gift 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, (b) by will or intestate succession upon the death of the undersigned,
or (c) as a bona fide gift to a charity or educational institution;



 


		(2)	if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfers to any
shareholder, partner or member of, or owner of a similar equity interest in, the undersigned, as the case may be, if, in any such
case, such transfer is not for value;



 


		(3)	if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfer made by
the undersigned (a) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all
of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the
case may be, or all or substantially all of the undersigned’s assets, in any such case not undertaken for the purpose of
avoiding the restrictions imposed by this Agreement or (b) to another corporation, partnership, limited liability company or other
business entity so long as the transferee is an affiliate (as defined below) of the undersigned and such transfer is not for value;



 


		(4)	to the exercise by the undersigned of any stock option(s) issued pursuant to the Company’s existing stock option plans,
including any exercise effected by the delivery of shares of Common Stock of the Company held by the undersigned; provided, that,
the Common Stock received upon such exercise shall remain subject to the restrictions provided for in this Agreement;



 


		(5)	to the exercise by the undersigned of any warrant(s) issued by the Company prior to the date of this Agreement, including any
exercise effected by the delivery of shares of Common Stock of the Company held by the undersigned; provided, that, the Common
Stock received upon such exercise shall remain subject to the restrictions provided for in this Agreement;



 


		(6)	to the occurrence after the date hereof of any of (a) an acquisition by an individual or legal entity or “group”
(as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”))
of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise)
of 100% of the voting securities of the Company, (b) the Company merges into or consolidates with any other entity, or any entity
merges into or consolidates with the Company, (c) the Company sells or transfers all or substantially all of its assets to another
person, or (d) provided, that, the Common Stock received upon any of the events set forth in clauses (a) through (c) above shall
remain subject to the restrictions provided for in this Agreement;






 






    	 		 



     


    




 


		(7)	to transfers consented to, in writing by Network 1; provided, however, that in the case of any transfer described in
clause (1), (2) or (3) above, it shall be a condition to the transfer that (A) the transferee executes and delivers to Network
1, acting on behalf of the Underwriter, not later than one business day prior to such transfer, a written agreement, in substantially
the form of this Agreement (it being understood that any references to “immediate family” in the agreement executed
by such transferee shall expressly refer only to the immediate family of the undersigned and not to the immediate family of the
transferee) and otherwise satisfactory in form and substance to Network 1, and (B) if the undersigned is required to file a report
under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of shares of Common Stock or Beneficially
Owned Shares or any securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares during
the Lock-Up Period, the undersigned shall include a statement in such report to the effect that, in the case of any transfer pursuant
to clause (1) above, such transfer is being made as a gift or by will or intestate succession or, in the case of any transfer pursuant
to clause (2) above, such transfer is being made to a shareholder, partner or member of, or owner of a similar equity interest
in, the undersigned and is not a transfer for value or, in the case of any transfer pursuant to clause (3) above, such transfer
is being made either (a) in connection with the sale or other bona fide transfer in a single transaction of all or substantially
all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as
the case may be, or all or substantially all of the undersigned’s assets or (b) to another corporation, partnership, limited
liability company or other business entity that is an affiliate of the undersigned and such transfer is not for value. In addition,
the restrictions set forth herein shall not prevent the undersigned from entering into a sales plan pursuant to Rule 10b5-1 under
the Exchange Act after the date hereof, provided that (i) a copy of such plan is provided to Network 1 promptly upon entering into
the same and (ii) no sales or transfers may be made under such plan until the Lock-Up Period ends or this Agreement is terminated
in accordance with its terms. 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; and “affiliate”
shall have the meaning set forth in Rule 405 under the Securities Act;



 


		(8)	to the exchange or conversion by the undersigned of any securities exchangeable for or convertible into shares of Common Stock;
provided, that, the Common Stock received upon such exchange or conversion shall remain subject to the restrictions provided
for in this Agreement; and



 


		(9)	to transfers of shares of Common Stock in connection with transactions relating to shares of Common Stock acquired in open
market transactions after the completion of the Offering.









 






    	 		 



     


    




 


The undersigned further agrees that (i) other than as necessary
to maintain the registration of shares of Common Stock previously registered for resale, it will not, during the Lock-Up Period,
make any demand or request for or exercise any right with respect to the registration under the Securities Act of any shares of
Common Stock or other Beneficially Owned Shares or any securities convertible into or exercisable or exchangeable for Common Stock
or other Beneficially Owned Shares, and (ii) the Company may, with respect to any Common Stock or other Beneficially Owned Shares
or any securities convertible into or exercisable or exchangeable for Common Stock or other Beneficially Owned Shares 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, from the date hereof until the expiration of the Lock-Up Period and any extension of such period pursuant to the
terms hereof, any and all rights, if any, to request or demand registration pursuant to the Securities Act of any shares of Common
Stock that are registered in the name of the undersigned or that are Beneficially Owned Shares.


 


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 authorized (if the undersigned
is not a natural person), 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 (if a
natural person) and shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.


 


The undersigned understands that, if (i) the Company notifies
Network 1 in writing that it does not intend to proceed with the Offering, or (ii) 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 Stock to be
sold thereunder, then this Agreement shall be void and of no further force or effect.


 


	 	Very truly yours,
	 	 
	 	
	 	(Name - Please Print)
	 	 
	 	
	 	(Signature)
	 	 
	 	
	 	(Name of Signatory, in the case of entities - Please Print)
	 	 
	 	
	 	(Title of Signatory, in the case of entities - Please Print)
	 	 	 
	 	Address: