Exhibit 10.20


 


Lock-Up Agreement


 


[•]


ViewTrade Securities, Inc.


7280 W. Palmetto Park Rd., Suite 310


Boca Raton, FL 33433


 


Ladies and Gentlemen:


 


The undersigned understands
that ViewTrade Securities, Inc. (the “Representative”) proposes to enter into an Underwriting Agreement (the
“Underwriting Agreement”) with Senmiao Technology Limited, a Nevada corporation (the “Company”),
providing for the initial public offering in the United States (the “Public Offering”) of a certain number of
shares of common stock, par value $0.0001 per share (the “Securities” or “Shares”).


 


To induce the Representative
to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent
of the Representative, the undersigned will not, during the period commencing on the date hereof and ending twelve (12) months
after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up
Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly,
any Securities, any securities convertible into or exercisable or exchangeable for Securities, whether now owned or hereafter acquired
by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the
“Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause
(1) above or this clause (2) is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any written
demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention
to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to
any Lock-Up Securities. From the end of the Lockup Period until twenty four (24) months after the date of the final prospectus,
the undersigned may sell his/her/its Securities shares pursuant to the following criteria: following the completion of the Public
Offering, if the reported closing per share price of the Company’s securities is at least 140% of the Public Offering price
per share, the Representative shall release the foregoing restrictions on the Lock-Up Securities, provided, however that
they any proposed sales of such Securities shall be subject to: (i) the restrictions under the applicable U.S. securities laws,
rules and regulations, and (ii) trading volume limitations not to exceed 10% of the average trading volume over a 30-trading day
period for the Company’s securities.


 


Notwithstanding the
foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent
of the Representative in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after
the completion of the Public Offering; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or
to a family member or trust for the benefit of the undersigned and/or one or more family members (for purposes of this lock-up
agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin);
(c) transfers of Lock-Up Securities to a charity or educational institution or other not-for-profit organization; (d) if the undersigned,
directly or indirectly, controls a corporation, partnership, limited liability company or other business entity, any transfers
of Lock-Up Securities to any such corporation, partnership, limited liability company or other business entity, or any shareholder,
partner or member of, or owner of similar equity interests in, the same, as the case may be; (e) a sale or surrender to the Company
of any options or Shares of the Company underlying options in order to pay the exercise price or taxes associated with the exercise
of options; (f) transfers or distributions pursuant to any bona fide third-party tender offer, merger, consolidation or
other similar transaction made to all holders of the Company’s Shares involving a Change of Control of the Company, provided
that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Lock-Up Securities
held by the undersigned shall remain subject to the provisions of this lock-up agreement or (g) transfers of Lock-Up Securities
in private transactions to friends and family or pursuant to agreements entered into by the undersigned existing as of the date
of this Lock-up Agreement; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c), or
(d), (e) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Representative
a lock-up agreement substantially in the form of this lock-up agreement and (iii) no filing under Section 16(a) of the U.S.
Securities Exchange Act of 1934, as amended shall be required or shall be voluntarily made (collectively, “Permitted Transfers”)
and in the case of any transfer pursuant to the foregoing clause (g), each transferee shall execute a lock-up agreement substantially
in the form of this lock-up agreement. For purposes of this paragraph, the term “Change of Control” shall mean any
transaction or series of related transactions pursuant to which any “person” or “group” (as such terms
are used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as such term is defined in
Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the Shares
of the Company on a fully diluted basis. The undersigned also agrees and consents to the entry of stop transfer instructions with
the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance
with this lock-up agreement.


 




     


     


    

 


The undersigned agrees
that, prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement (for
the avoidance of doubt, excluding any transaction or other action in connection with a Permitted Transfer) during the period from
the date hereof to and including the 34th day following the expiration of the initial Lock-Up Period, the undersigned
will give notice thereof to the Company and will not consummate any such transaction or take any such action unless it has received
written confirmation from the Company that the Lock-Up Period has expired.


 


The undersigned agrees
that (i) the foregoing restrictions shall be equally applicable to any issuer-directed or “friends and family” Shares
that the undersigned may purchase in the Public Offering, (ii) 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 Lock-Up Securities, the Representative will notify
the Company of the impending release or waiver; and (iii) the Company has agreed in the Underwriting Agreement to announce the
impending release or waiver by press release through a news service at least two (2) 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 (2) 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 of Lock-Up Securities not for consideration or in connection
with any other Permitted Transfer and (b) the transferee has agreed in writing to be bound by a lock-up agreement substantially
in the form of this lock-up agreement.


 


No provision in this
agreement shall be deemed to restrict or prohibit the exercise, exchange or conversion by the undersigned of any securities exercisable
or exchangeable for or convertible into Shares, as applicable; provided that the undersigned does not transfer the Shares
acquired on such exercise, exchange or conversion during the Lock-Up Period, unless in connection with a Permitted Transfer or
in a transfer otherwise permitted pursuant to the terms of this lock-up agreement. In addition, no provision herein shall be deemed
to restrict or prohibit the entry into or modification of a so-called “10b5-1” plan at any time (other than the entry
into or modification of such a plan in such a manner as to cause the sale of any Lock-Up Securities within the Lock-Up Period).


 




     


     


    

 


The undersigned understands
that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation of the Public
Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s
heirs, legal representatives, successors and assigns.


 


The undersigned understands
that, if the Underwriting Agreement is not executed by [•], 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 Shares to be sold thereunder,
then this lock-up agreement shall be void and of no further force or effect.


 


Whether or not the
Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made
pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative.


 


[SIGNATURE
PAGE TO FOLLOW]


 


	 	Very truly yours,
	 	 
	 	(Signature)
	 	 
	 	Address: