Exhibit 10.3


 


FORM
OF LOCK-UP AGREEMENT


 


January
[   ], 2021


 


Maxim
Group LLC


405
Lexington Avenue


New
York, NY 10174


 


Re:
Placement of IT Tech Packaging, Inc.


 


Ladies
and Gentlemen:


 


The
undersigned, a holder of securities of IT Tech Packaging, Inc. (the “Company”), understands that you are the
placement agent (the “Placement Agent”) named in the letter of engagement (the “Letter of Engagement”)
entered into by the Placement Agent and the Company on January [ ], 2021, providing for the placement (the “Placement”)
of Shares and Warrants (together with the Shares, the “Securities”) pursuant to a registration statement and
related prospectuses thereto filed or to be filed with the U.S. Securities and Exchange Commission (the “SEC”).
Capitalized terms used herein and not otherwise defined shall have the meanings set forth for them in the Letter of Engagement.


 


In
consideration of the Placement Agent’s agreement to enter into the Letter of Engagement and to proceed with the Placement
of the Securities, and for other good and valuable consideration, receipt of which is hereby acknowledged, the undersigned hereby
agrees, for the benefit of the Company, the Placement Agent that, without the prior written consent of the Placement Agent, the
undersigned will not, during the period specified in the following paragraph (the “Lock-Up Period”), directly
or indirectly, unless otherwise provided herein, (a) offer, sell, agree to offer or sell, solicit offers to purchase, convert,
exercise, exchange, grant any call option or purchase any put option with respect to, pledge, encumber, assign, borrow or otherwise
dispose of or transfer (each a “Transfer”) any Relevant Security (as defined below) or otherwise publicly disclose
the intention to do so, or (b) establish or increase any “put equivalent position” or liquidate or decrease any “call
equivalent position” (in each case within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) and the rules and regulations thereunder) with respect to any Relevant Security or otherwise
enter into any swap, derivative or other transaction or arrangement that Transfers to another, in whole or in part, any economic
consequence of ownership of a Relevant Security, whether or not such transaction is to be settled by the delivery of Relevant
Securities, other securities, cash or other consideration, or otherwise publicly disclose the intention to do so. As used herein,
the term “Relevant Security” means any Share, warrant to purchase Shares or any other security of the Company
or any other entity that is convertible into, or exercisable or exchangeable for, Shares or any other equity security of the Company,
in each case owned beneficially or otherwise by the undersigned on the date set forth on the front cover of the Registration Statement
used in connection with the Placement of the Securities (the “Effective Date”) or acquired by the undersigned
during the Lock-Up Period.


 


The
Lock-Up Period will commence on the date of this Lock-up Agreement and continue and include the date that is ninety (90) days
after the closing of the Placement.


 






     


     


    

 


In
addition, the undersigned further agrees that, without the prior written consent of the Placement Agent, during the Lock-Up Period
the undersigned will not: (i) file or participate in the filing with the SEC of any registration statement or circulate or participate
in the circulation of any preliminary or final prospectus or other disclosure document, in each case with respect to any proposed
offering or sale of a Relevant Security, or (ii) exercise any rights the undersigned may have to require registration with the
SEC of any proposed offering or sale of a Relevant Security.


 


In
addition, if: (i) the Company issues an earnings release or material news or a material event relating to the Company occurs
during the last seventeen (17) days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the
Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the Lock-Up
Period, then the restrictions imposed by this Lock-Up Agreement shall continue to apply until the expiration of the eighteen (18)-day
period beginning on the issuance of the earnings release or the occurrence of the material news or material event (the “Extension
Period”). However, for purposes of clarity, only one Extension Period may occur.


 


In
furtherance of the undersigned’s obligations hereunder, the undersigned hereby authorizes the Company during the Lock-Up
Period to cause any transfer agent for the Relevant Securities to decline to transfer, and to note stop transfer restrictions
on the stock register and other records relating to, Relevant Securities for which the undersigned is the record owner and the
transfer of which would be a violation of this Lock-Up Agreement and, in the case of Relevant Securities for which the undersigned
is the beneficial but not the record owner, agrees that during the Lock-Up Period it will cause the record owner to cause the
relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records
relating to, such Relevant Securities to the extent such transfer would be a violation of this Lock-Up Agreement.


 


Notwithstanding
the foregoing, the undersigned may transfer the undersigned’s Relevant Securities:


 


	 	(i)	as
    a bona fide gift or gifts,


 


	 	(ii)	to
    any trust for the direct or indirect benefit of the undersigned or a member of members of the immediate family of the undersigned,


 


	 	(iii)	if
    the undersigned is a corporation, partnership, limited liability company, trust or other business entity (1) to another corporation,
    partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined
    in Rule 405 under the Securities Act of 1933) of the undersigned, (2) to limited partners, limited liability company members
    or stockholders of the undersigned, or (3) in connection with a sale, merger or transfer of all or substantially all of the
    assets of the undersigned or any other change of control of the undersigned, not undertaken for the purpose of avoiding the
    restrictions imposed by this Lock-Up Agreement,


 






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	 	(iv)	if
    the undersigned is a trust, to the beneficiary of such trust,


 


	 	(v)	by
    testate or intestate succession,


 


	 	(vi)	by
    operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, or


 


	 	(vii)	pursuant
    to the Letter of Engagement;


 


provided,
in the case of clauses (i)-(vi), that (A) such transfer shall not involve a disposition for value, (B) the transferee agrees
in writing with the Placement Agent and the Company to be bound by the terms of this Lock-Up Agreement, and (C) such transfer
would not require any filing under Section 16(a) of the Exchange Act and no such filing is voluntarily made.


 


For
purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption,
not more remote than first cousin.


 


The
undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement
and that this Lock-Up Agreement has been duly authorized (if the undersigned is not a natural person) and constitutes the legal,
valid and binding obligation of the undersigned, enforceable in accordance with its terms. Upon request, the undersigned will
execute any additional documents necessary in connection with the enforcement hereof. Any obligations of the undersigned shall
be binding upon the successors and assigns of the undersigned from the date of this Lock-Up Agreement.


 


The
undersigned understands that, if the Letter of Engagement does not become effective, or if the Letter of Engagement (other than
the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Securities
to be sold thereunder, the undersigned shall be released from all obligations under this Lock-Up Agreement.


 


The
undersigned understands that the Placement Agent entered into the Letter of Engagement and is proceeding with the Placement in
reliance upon this Lock-Up Agreement.


 


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This
Lock-Up 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. Delivery of a signed copy of this Lock-Up Agreement by facsimile or e-mail/.pdf transmission
shall be effective as the delivery of the original hereof.


 


	 	Very truly yours,
	 	 
	 	Signature:
	 	 
	 	 
	 	Name (printed):
	 	Title (if applicable):
	 	Entity (if applicable):


 


 


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