Exhibit
10.7


 


Form
of Lock-up Agreement


 


[_____________],
2022


 


[Name]


[Address
1]


[Address
2]


[City,
State Zip]


 


Re:
Proposed Public Offering by Fitell Corporation


 


Ladies
and Gentlemen:


 


The
undersigned, a [director][officer][shareholder holding more than 5% shares of the total outstanding shares] of Fitell Corporation,
a Cayman Islands company (the “Company”) prior to the closing of Offering (as defined below) of the Company, understands
that Revere Securities, LLC, as representative of the several Underwriters of the Offering (the “Underwriter”) will
act as an underwriter to carry out an offering (the “Offering”) of the Company’s ordinary shares (the “Securities”).
In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, without the prior written
consent of the Underwriter, during a period of up to six months from the date on which the trading of the Securities on the NASDAQ Stock
Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter,
directly or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including
the issuance of Securities upon the exercise of options) (collectively, the “Lock-Up 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,
or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing
or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the
economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above
is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise.


 


Notwithstanding
the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent
of the Underwriter as follows, provided that (1) the Underwriter receives a signed lock-up agreement for the balance of the Lock-Up Period
from each donee, trustee or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such
transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and
(4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:


 


(1)
as a bona fide gift or gifts; or


 


(2)
to any trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the
undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage
or adoption, not more remote than first cousin); or


 


(3)
if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (1) transfers to another
corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined
in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (2) distributions of Ordinary Shares or any
security convertible into or exercisable for Ordinary Shares to limited partners, limited liability company members or stockholders of
the undersigned; or


 


(4)
if the undersigned is a trust, transfers to the beneficiary of such trust; or


 




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(5)
by will, other testamentary document or intestate succession; or


 


(6)
by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement.; or


 


(7)
pursuant to a trading plan established prior to the closing of the Offering pursuant to Rule 10b5-1 of the Exchange Act.


 


The
undersigned further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this
lock-up agreement during the Lock-Up Period, it will give notice thereof to the Company and will not consummate 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 understands that, if the Offering shall terminate or be terminated prior to payment for and delivery of the Securities, the
undersigned shall be released from all obligations set forth herein.


 


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 Lock-Up Securities except in compliance with the foregoing restrictions.


 


The
undersigned, whether or not participating in the Offering, understands that the Underwriter is proceeding with the Offering in reliance
upon this lock-up agreement.


 


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.


 


[Signature
page follows]


 




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	 	Very truly yours,
	 	 
	 	 
	 	(Name - Please Print)
	 	 
	 	 
	 	(Signature)


 




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