EXHIBIT
10.38


 


EXHIBIT C


 


FORM
OF LOCK-UP AGREEMENT


 


_______________,
2020


 


H.C.
Wainwright & Co., LLC,


acting
as representative to the several underwriters:


 


	 	Re:	Underwriting
    Agreement, dated __________, 2020, by and between Marathon Patent Group, Inc. and H.C. Wainwright & Co., LLC, acting as
    representative to the several underwriters


 


Ladies
and Gentlemen:


 


The
undersigned irrevocably agrees with the Company that, from the date hereof until ninety (90) days following the date of closing
of the offering pursuant to the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between
Marathon Patent Group, Inc. (the “Company”) and H.C. Wainwright & Co., LLC (the “Representative”),
acting as representative to the several underwriters (such period, the “Restriction Period” and the underwriters
collectively, the “Underwriters”)), the undersigned will not offer, sell, contract to sell, hypothecate, pledge
or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the
disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned
or any Affiliate (as defined in the Underwriting Agreement) of the undersigned or any person in privity with the undersigned or
any Affiliate of the undersigned), directly or indirectly, or establish or increase a put equivalent position or liquidate or
decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), with respect to, any shares of common stock of the Company or securities convertible, exchangeable or exercisable
into, shares of common stock of the Company beneficially owned, held or hereafter acquired by the undersigned (the “Securities”).
Beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. In order to enforce this covenant,
the Company shall impose irrevocable stop-transfer instructions preventing the transfer agent of the Company from effecting any
actions in violation of this letter agreement. The Representative may consent to an early release from the Restriction Period
if, in its sole and absolute discretion, the market for the Securities would not be adversely impacted by sales and in cases of
financial emergency. The restrictions contained in this letter agreement shall not apply to the Securities to be sold pursuant
to the Underwriting Agreement on behalf of the undersigned, if any.


 


The
undersigned acknowledges that the execution, delivery and performance of this letter agreement is a material inducement to each
Underwriter to perform under the Underwriting Agreement and that each Underwriter (which shall be a third party beneficiary of
this letter agreement) and the Company shall be entitled to specific performance of the undersigned’s obligations hereunder.
The undersigned hereby represents that the undersigned has the power and authority to execute, deliver and perform this letter
agreement, that the undersigned has received adequate consideration therefor and that the undersigned will indirectly benefit
from the closing of the transactions contemplated by the Underwriting Agreement.


 




    	 



     


    

 


This
letter agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company, the
Representative and the undersigned. This letter agreement shall be construed and enforced in accordance with the laws of the State
of New York without regard to the principles of conflict of laws. The undersigned hereby irrevocably submits to the exclusive
jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New
York located in Manhattan, for the purposes of any suit, action or proceeding arising out of or relating to this letter agreement,
and hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that (i) it is not personally subject
to the jurisdiction of such court, (ii) the suit, action or proceeding is brought in an inconvenient forum, or (iii) the venue
of the suit, action or proceeding is improper. The undersigned hereby irrevocably waives personal service of process and consents
to process being served in any such suit, action or proceeding by receiving a copy thereof sent to the Company at the address
in effect for notices to it under the Underwriting Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. The undersigned hereby waives any right to a trial by jury. Nothing contained herein shall
be deemed to limit in any way any right to serve process in any manner permitted by law. The undersigned agrees and understands
that this letter agreement does not intend to create any relationship between the undersigned and each Underwriter and that no
issuance or sale of the Securities is created or intended by virtue of this letter agreement.


 


By
its signature below, the transfer agent of the Company hereby acknowledges and agrees that, reflecting this letter agreement,
it has placed an irrevocable stop transfer instruction on all Securities beneficially owned by the undersigned until the end of
the Restriction Period. This letter agreement shall be binding on successors and assigns of the undersigned with respect to the
Securities and any such successor or assign shall enter into a similar agreement for the benefit of the Underwriters.


 


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SIGNATURE PAGE FOLLOWS***


 




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This
letter agreement may be executed in two or more counterparts, all of which when taken together may be considered one and the same
agreement.


 


_________________________


Signature


 


__________________________


Print
Name


 


__________________________


Position
in Company, if any


 


Address
for Notice:


 


______________________________


 


______________________________





 


______________________________





Number
of shares of Common Stock


 


______________________________________________________________________________________________


Number
of shares of Common Stock underlying subject to warrants, options, debentures or other convertible securities


 


By
signing below, the Company agrees to enforce the restrictions on transfer set forth in this letter agreement.


 


	MARATHON
    PATENT GROUP, INC.	 
	 	                   	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 




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