Exhibit 10.16


 


[•], 2018


 


Network 1 Financial Securities, Inc.


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 5% or greater of the Company’s outstanding shares of Common Stock and/or an officer, director or employee of the Company,
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 180th 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.







    	 



     


    




If the undersigned is an officer or director of the Company, (i)
Network 1 agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions
in connection with a transfer of shares of Common Stock, Network 1 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 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 Network 1 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 (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
to the extent and for the duration that such terms remain in effect at the time of the transfer.


 


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


 


		(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, (c) as a bona fide gift to a charity or educational institution,
or (d) if the undersigned is or was an officer, director or employee of the Company, to the Company pursuant to the Company’s
right of repurchase upon termination of the undersigned’s service with the Company;



 


		(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)	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)	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)	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)	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)	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)	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: