Exhibit 10.10


 


Lock-Up Agreement


 


March __, 2021


 


Univest Securities, LLC


375 Park Avenue, 15th Floor


New York, NY 10152


 


Ladies and Gentlemen:


 


This Lock-Up Agreement
(this “Agreement”) is being delivered to Univest Securities, LLC (the “Underwriter”) in connection
with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Huarui International New Material
Limited, a British Virgin Islands company limited by shares (the “Company”), and the Underwriter, relating to
the proposed public offering (the “Offering”) of ordinary shares, par value $0.0083 per share (the “Ordinary
Shares”), of the Company.


 


In order to induce
the Underwriter to continue its efforts in connection with the Offering, and in light of the benefits that the offering of the
Ordinary Shares will confer upon the undersigned in its capacity as a shareholder 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 the Underwriter that, during the period beginning on and including the date of this Agreement through and including
the date that is twelve months from the commencement of the Company’s first day of trading (the “Lock-Up Period”),
the undersigned will not, without the prior written consent of Underwriter, 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 Ordinary Shares now owned
or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition
(including, without limitation, Ordinary Shares 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 Ordinary Shares, (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 Ordinary Shares, 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 Ordinary Shares.


 


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, (d) any transfer pursuant to a qualified domestic relations order or in connection with a divorce;
or (e) 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) (a) exercises of
stock options or equity awards granted pursuant to an equity incentive or other plan or warrants to purchase Ordinary Shares or
other securities (including by cashless exercise to the extent permitted by the instruments representing such stock options or
warrants so long as such cashless exercise is effected solely by the surrender of outstanding stock options or warrants to the
Company and the Company’s cancellation of all or a portion thereof to pay the exercise price), provided that in any such
case the securities issued upon exercise shall remain subject to the provisions of this Agreement (as defined below); (b) transfers
of Ordinary Shares or other securities to the Company in connection with the vesting or exercise of any equity awards granted pursuant
to an equity incentive or other plan and held by the undersigned to the extent, but only to the extent, as may be necessary to
satisfy tax withholding obligations pursuant to the Company’s equity incentive or other plans;


 


(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 Ordinary Shares of the Company held by the undersigned; provided, that, the Ordinary Shares 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 Ordinary Shares 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) the Offering;


 


(8) transfers consented
to, in writing by Underwriter;


 


(9) transactions relating
to Ordinary Shares acquired in open market transactions after the completion of the Public Offering; provided that, no filing by
any party under the Exchange Act or other public announcement shall be required or shall be voluntarily made in connection with
such transfer;


 


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
the transferee executes and delivers to Underwriter, 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 Underwriter.


 






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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 Underwriter 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.


 


If (i) during the last
17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company
occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes
aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period,
the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance
of the earnings release or the occurrence of such material news or material event, as applicable, unless the Underwriter waives,
in writing, such extension.


 


If the undersigned
is an officer or director of the Company, (i) Underwriter 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 Ordinary Shares, Underwriter will notify the
Company of the impending release or waiver Any release or waiver granted by Underwriter hereunder to any such officer or director
shall only be effective two business days after the publication date of such press release; provided, that such press release is
not a condition to the release of the aforementioned lock-up provisions due to the expiration of the Lock-Up Period. The provisions
of this paragraph will also 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 Agreement to the extent and for the
duration that such terms remain in effect at the time of such transfer.


 


In furtherance of the
foregoing, (1) the undersigned also agrees and consents to the entry of stop transfer instructions with any duly appointed transfer
agent for the registration or transfer of the securities described herein against the transfer of any such securities except in
compliance with the foregoing restrictions, and (2) the Company, and any duly appointed transfer agent for the registration or
transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities 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 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 for the term of the Lock-Up Period.


 


This Agreement shall
automatically terminate upon the earliest to occur, if any, of (1) either the Underwriter, on the one hand, or the Company, on
the other hand, advising the other in writing, they have determined not to proceed with the Offering, (2) termination of the Underwriting
Agreement before the sale of Ordinary Shares, (3) the withdrawal of the Registration Statement, or (4) the Offering has not closed
by the termination date of the Offering or such other date as may be agreed as the final date of the Offering if the Company and
the Underwriter extend the Offering.


 


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 laws principles
thereof.


 


[Signature Page Follows]


 






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	 	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:	 
	 	 	 



 


	 	# of Ordinary Shares Held by Signatory:	 


 


 


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