Exhibit
10.1


 


LOCKUP
AGREEMENT 


 


This
Lockup Agreement (this “Agreement”) is made and entered into as of January 19, 2021, by and between The Peck Company
Holdings, Inc., a Delaware corporation (“Peck”), and the person set forth on the signature page attached hereto (“Stockholder”).
Each capitalized term used, but not otherwise defined, herein has the respective meaning ascribed to such term in the Agreement
and Plan of Merger, dated as of January 19, 2021, by and among Peck, iSun Energy LLC, a Delaware limited liability company (“iSun”),
Sassoon M. Peress, and Peck Mercury, Inc., a Delaware corporation (the “Merger Agreement”). 


 


WHEREAS,
the Stockholder has agreed that all shares (the “Shares”) of Peck Common Stock currently held by Stockholder or subsequently
issued to Stockholder pursuant to the Merger Agreement, exercise of Warrants, as incentive compensation, or otherwise, except
for 40,000 shares of Peck Common Stock issued at the Closing of the Merger, shall be subject to a lockup agreement; and


 


WHEREAS,
the execution and delivery of this Agreement by Stockholder is a condition precedent to the obligations of Peck to consummate
the transactions contemplated by the Merger Agreement. 


 


NOW,
THEREFORE, in consideration of the transactions contemplated by the Merger Agreement and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Stockholder and Peck hereby agree as follows: 


 


		1.	Stockholder
                                         hereby acknowledges and agrees that, during the period beginning on the date hereof and
                                         ending upon the expiration of the Lockup Period (as defined below), Stockholder shall
                                         not: 



 


		(a)	sell,
                                         offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase
                                         or otherwise dispose of or agree to dispose of, 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 Exchange Act with respect to any portion of the
                                         Shares; 



 


		(b)	enter
                                         into any swap or other arrangement that transfers to another, in whole or in part, any
                                         of the economic consequences of ownership of any of the Shares, whether any such transaction
                                         is to be settled by delivery of Shares or such other securities, in cash or otherwise;
                                         or 



 


		(c)	publicly
                                         announce any intention to effect any transaction specified in clauses (a) or (b). 



 


As
used herein, the term “Lockup Period”, with respect to any Shares, means the period beginning on the date such Shares
are issued (each such date, an “Issue Date”) and ending on the date that is 365 days following the applicable Issue
Date. 


 




    	 



    	 



    

  


		2.	Notwithstanding
                                         the provisions of paragraph 1 above, Stockholder may transfer any of the Shares: 



  


		(a)	by
                                         gift or other transfer to a member of Stockholder’s immediate family or to a trust,
                                         corporation, partnership or limited liability company established for estate planning
                                         purposes, the beneficiaries, stockholders, partners or members of which are members of
                                         such Stockholder’s immediate family or a charitable organization; 



 


		(b)	by
                                         virtue of the applicable laws upon dissolution of Stockholder, if the Stockholders is
                                         a legal entity; 



 


		(c)	by
                                         virtue of the Laws of descent and distribution upon the death of Stockholder, as applicable;
                                         or 



 


		(d)	to
                                         any of Stockholder’s Affiliates; 



 


provided,
however, that (i) all such permitted transferees shall execute and deliver a lockup agreement substantially in the form of this
Agreement and shall be bound by the transfer restrictions contained herein, (ii) any such transfers shall not involve a disposition
for value (other than as described above in clause (b)), (iii) any such transfers that result in a reduction of beneficial ownership
of the Shares are not required to be reported with the Securities and Exchange Commission (the “SEC”) on Form 4 pursuant
to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (iv) the undersigned does
not otherwise voluntarily effect any public filing or report regarding such transfers. 


 


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


 


		3.	Stockholder
                                         hereby represents and warrants to Peck that such Stockholder has full power and authority
                                         to enter into this Agreement. 



 


		4.	Peck
                                         shall cause each of the certificates evidencing the Shares to be legended with the applicable
                                         transfer restrictions. Stockholder agrees and consents to the entry of stop transfer
                                         instructions with transfer agent and registrar against the transfer of the Shares, except
                                         in compliance with this Agreement, and Peck and its transfer agent are hereby authorized
                                         to decline to make any transfer of securities if such transfer would constitute a violation
                                         or breach of this Agreement. 



 


		5.	This
                                         Agreement constitutes the entire agreement by the parties hereto and supersedes all prior
                                         understandings, agreements, or representations by the parties hereto, written or oral,
                                         to the extent that they relate in any way to the subject matter hereof. 



 


		6.	This
                                         Agreement shall be binding upon and inure to the benefit of the parties hereto and their
                                         respective successors and permitted assigns. 



 




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		7.	This
                                         Agreement and any claim, controversy or dispute arising out of or related to this Agreement
                                         or the interpretation and enforcement of the rights and duties of the parties hereto,
                                         whether arising in law or equity, whether in contract, tort, under statute or otherwise,
                                         shall be governed by and construed in accordance with the domestic laws of the State
                                         of Delaware (including in respect of the statute of limitations or other limitations
                                         period applicable to any such claim, controversy or dispute), without giving effect to
                                         any choice or conflict of law provision or rule (whether of the State of Delaware or
                                         any other jurisdiction) that would cause the application of the laws of any jurisdiction
                                         other than the State of Delaware. 



 


		8.	All
                                         notices, requests, demands, claims, and other communications hereunder shall be in writing.
                                         Any notice, request, demand, claim, or other communication hereunder shall be deemed
                                         duly given (a) when delivered personally to the recipient, (b) when sent by electronic
                                         mail or facsimile, on the date of transmission to such recipient, (c) one Business Day
                                         after being sent to the recipient by reputable overnight courier service (charges prepaid),
                                         or (d) four (4) Business Days after being mailed to the recipient by certified or registered
                                         mail, return receipt requested and postage prepaid, and addressed to the address or facsimile
                                         number indicated on the books and records of Peck or such other address as a party hereto
                                         shall subsequently provide. 



 


		9.	No
                                         amendment of any provision of this Agreement shall be valid unless the same shall be
                                         in writing and signed by the parties hereto and approved in writing by the Audit Committee
                                         of the Board of Directors of Peck. No waiver by any party hereto of any provision of
                                         this Agreement or any default, misrepresentation, or breach of warranty or covenant hereunder,
                                         whether intentional or not, shall be valid unless the same shall be in writing and signed
                                         by the party making such waiver and, in the case of Peck, approved in writing by the
                                         Audit Committee of the Board of Directors of Peck nor shall such waiver be deemed to
                                         extend to any prior or subsequent default, misrepresentation, or breach of warranty or
                                         covenant hereunder or affect in any way any rights arising by virtue of any prior or
                                         subsequent such occurrence. 



 


		10.	Each
                                         of the parties hereto has been informed that irreparable damage would occur if any of
                                         the provisions of this Agreement are not performed in accordance with their specific
                                         terms and in the event of breach of this Agreement by a party hereto, the non-breaching
                                         party would not be adequately compensated in all cases by monetary damages alone. Accordingly,
                                         in addition to any other right or remedy to which the non-breaching party may be entitled,
                                         such party shall be entitled to seek to enforce any provision of this Agreement by a
                                         decree of specific performance and to temporary, preliminary and permanent injunctive
                                         relief to prevent breaches or threatened breaches of any of the provisions of this Agreement,
                                         without posting any bond or other undertaking. 



 


		11.	If
                                         any term or other provision of this Agreement is invalid, illegal or incapable of being
                                         enforced by any rule of Law, or public policy, all other conditions and provisions of
                                         this Agreement shall nevertheless remain in full force and effect so long as the economic
                                         or legal substance of the transactions contemplated by this Agreement is not affected
                                         in any manner materially adverse to any party hereto. Upon such determination that any
                                         term or other provision is invalid, illegal or incapable of being enforced, the parties
                                         hereto shall negotiate in good faith to modify this Agreement so as to effect the original
                                         intent of such parties as closely as possible in a mutually acceptable manner in order
                                         that the transactions contemplated by this Agreement be consummated as originally contemplated
                                         to the fullest extent possible. 



  


		12.	This
                                         Agreement may be executed in one or more counterparts (including by means of electronic
                                         mail or facsimile), each of which shall be deemed an original but all of which together
                                         shall constitute one and the same instrument. This Agreement shall become effective when
                                         each party hereto shall have received a counterpart hereof signed by the other party
                                         hereto. The parties hereto agree that the delivery of this Agreement may be effected
                                         by means of an exchange of facsimile signatures or other electronic delivery. 



 


[Signature
Page Follows] 


 




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IN
WITNESS WHEREOF, the parties hereto have executed this Stockholder Lockup Agreement on the date first written above. 


 


	 	The Peck Company Holdings, Inc.
	 	 	 
	 	By:	/s/
    Jeffrey Peck
	 	Name:	Jeffrey
    Peck
	 	Title:	President
	 	 	 
	 	 	Stockholder:
	 	 	 
	 	 	/s/
    Sassoon M. Peress
	 	 	Sassoon
    M. Peress


  


Signature
Page to Lockup Agreement 


 




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