Exhibit
10.2


 


LOCK-UP
AGREEMENT


 


THIS
LOCK-UP AGREEMENT (this “Agreement”) has been executed and is effective as of the Closing Date (as defined
in the Purchase Agreement, as defined below) by and between (i) SHF Holdings, Inc. (f/k/a Northern Lights Acquisition Corp.),
a Delaware corporation (including any successor entity thereto, the “Purchaser”), and (ii) Partner Colorado
Credit Union, a Colorado-chartered credit union (“PCCU”) and SHF Holding Co, LLC, a Colorado limited
liability company (“Holding”). PCCU and Holding are referred to herein individual as a “Subject
Party” and collectively as the “Subject Parties.” Any capitalized term used but not defined in
this Agreement will have the meaning ascribed to such term in the Purchase Agreement.


 


WHEREAS,
on February 11, 2022, (i) the Purchaser, (ii) 5AK, LLC, a Delaware limited liability company, in the capacity as the Purchaser Representative
(as defined in the Purchase Agreement), (iii) the Subject Parties, and (iv) SHF, LLC d/b/a Safe Harbor Financial, a Colorado limited
liability company (the “Company”), entered into that certain Unit Purchase Agreement (as amended from time
to time in accordance with the terms thereof, the “Purchase Agreement”), pursuant to which the parties thereto
intend to effect the purchase by the Purchaser of 100% of the issued and outstanding Company Membership Interests from Holding, in exchange
for the Purchase Consideration, all upon the terms and subject to the conditions set forth in the Purchase Agreement and in accordance
with the applicable provisions of the Delaware General Corporation Law (as amended) and the Colorado Corporations and Association Act
(as amended) (the “Purchase”);


 


WHEREAS,
PCCU is the sole member of Holding; and


 


WHEREAS,
pursuant to the Purchase Agreement, and in view of the valuable consideration to be received by Holding thereunder, the parties desire
to enter into this Agreement, pursuant to which the Purchaser Common Stock received by Holding in the Purchase (all such securities,
together with any securities paid as dividends or distributions with respect to such securities or into which such securities are exchanged
or converted, the “Restricted Securities”) shall become subject to limitations on disposition as set forth
herein.


 


NOW,
THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below,
and intending to be legally bound hereby, the parties hereby agree as follows:


 


1.
Lock-Up Provisions.


 


(a)
Each of the Subject Parties hereby agrees not to, during the period commencing from the Closing and ending on the earliest of (x) six
(6) months after the date of the Closing and (y) the date after the Closing on which the Purchaser consummates a liquidation, merger,
capital stock exchange, reorganization, or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s
stockholders having the right to exchange their shares of the Purchaser Common Stock for cash, securities, or other property (the “Lock-Up
Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, 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, directly or indirectly, any Restricted Securities, (ii) 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 Restricted Securities, or (iii) publicly disclose the intention
to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery
of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a
“Prohibited Transfer”). 


 






    	 



     


    

 


(b)
The foregoing shall not apply to the transfer of any or all of the Restricted Securities (I) to any Permitted Transferee or (II) pursuant
to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil
union; provided, however, that in any of cases (I) or (II), it shall be a condition to such transfer that such transfer complies with
the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser an agreement
stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable
to the Subject Parties, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement.
As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of a Subject Party’s
immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of
the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner,
and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or
domestic partners and siblings), (2) any trust for the direct or indirect benefit of a Subject Party or the immediate family of a Subject
Party, (3) if a Subject Party is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust,
(4) in the case of an entity, partners, members, or stockholders of such entity that receive such transfer as a distribution, (5) to
any affiliate of a Subject Party, and (6) any transferee whereby there is no change in beneficial ownership. Each Subject Party further
agrees to execute such agreements as may be reasonably requested by the Purchaser that are consistent with the foregoing or that are
necessary to give further effect thereto.


 


(c)
If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall
be null and void ab initio, and the Purchaser shall refuse to recognize any such purported transferee of the Restricted Securities as
one of its equity holders for any purpose. In order to enforce this Section 1, the Purchaser may impose stop-transfer instructions
with respect to the Restricted Securities of the Subject Party (and Permitted Transferees and assigns thereof) until the end of the Lock-Up
Period.


 


(d)
During the Lock-Up Period, each certificate evidencing any Restricted Securities shall be stamped or otherwise imprinted with a legend
in substantially the following form, in addition to any other applicable legends:


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF SEPTEMBER
28, 2022, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN,
AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”


 


(e)
Following the expiration of the Lock-Up Period, the Subject Parties agree that they collectively shall not sell, without the prior written
approval of the Purchaser (which approval shall not be unreasonably withheld or delayed), a number of Restricted Securities, in any one
transaction, that exceeds five percent (5%) of the weighted average daily trading volume for the prior calendar quarter (the “Transaction
Limitation”); provided, however, that block trades or underwritten offerings conducted in accordance with the Registration
Rights Agreement dated the date hereof among the Purchaser and the Subject Parties (“Permitted Transactions”)
shall not be subject to the Transaction Limitation. For purpose of the preceding sentence, the weighted average daily trading volume
shall exclude all purchase or sale transactions by a Subject Party or any affiliate of a Subject Party. The Purchaser agrees that it
shall take into account the Divestiture Schedule attached hereto as Schedule 1 when considering a request for approval to exceed
the Transaction Limitation, and further agrees that any such request for approval shall not be deemed a modification of the terms of
this Agreement. The Subject Parties agree to consult with the Purchaser regarding market conditions and the advisability of undertaking
any such Permitted Transactions at that time.


 






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(f)
For the avoidance of any doubt, Holder shall retain all of its rights as a stockholder of the Purchaser during the Lock-Up Period, including
the right to vote any Restricted Securities.


 


2.
Miscellaneous; No Third-Party Beneficiaries.


 


(a)
Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of
the parties hereto and their respective permitted successors and assigns. This Agreement and all rights and obligations of a party are
personal and may not be transferred or delegated at any time. Notwithstanding the foregoing, the Purchaser may freely assign any or all
of its rights under this Agreement, in whole or in part, to any successor entity (whether by merger, consolidation, equity sale, asset
sale, or otherwise) without obtaining the consent or approval of the Subject Parties. This Agreement is intended for the benefit of the
parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced
by, any other person. 


 


(b)
Third Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the
transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person or entity
that is not a party hereto or thereto or a successor or permitted assign of such a party.


 


(c)
Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall
be governed by and construed in accordance with the laws of the State of Colorado, without regard to the conflict of law principles thereof.
All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located
in Denver, Colorado (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i)
submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement
brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any
such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or
immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or
that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that
a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other
action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery
of copies of such process to such party at the applicable address set forth in Section 2(f). Nothing in this Section shall
affect the right of any party to serve legal process in any other manner permitted by applicable law.


 


(d)
WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (ii) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION.


 






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(e)
Interpretation. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing
or interpreting this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall
include the corresponding masculine, feminine, or neuter forms, and the singular form of nouns, pronouns, and verbs shall include the
plural and vice versa; (ii) “including” (and with correlative meaning “include”) means including without limiting
the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without
limitation”; (iii) the words “herein,” “hereto,” and “hereby” and other words of similar import
in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision
of this Agreement; and (iv) the term “or” means “and/or”. The parties have participated jointly in the negotiation
and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement
shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring
any party by virtue of the authorship of any provision of this Agreement.


 


(f)
Notices. All notices, consents, waivers, and other communications hereunder shall be in writing and shall be deemed to have been
duly given when delivered (i) in person, (ii) by facsimile or other electronic means, with affirmative confirmation of receipt, (iii)
one Business Day after being sent, if sent by reputable, nationally recognized overnight courier service, or (iv) three (3) Business
Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable
party at the following addresses (or at such other address for a party as shall be specified by like notice):


 


	If
                                            to the Purchaser after the Closing, to:

                                                                      

    SHF
    Holdings, Inc.

    10 East 53rd Street, Suite 3001

    New
    York, NY 10022

    Attn: John Darwin, Co-Chief Executive Officer

    Telephone No.: (615) 554-0044

    Email: jdarwin@luminouscap.ca
	with
                                            copies to (which shall not constitute notice):

                                                                      

    Nelson
    Mullins Riley & Scarborough LLP

    101 Constitution Avenue, NW, Suite 900

    Washington, D.C. 20001

    Attn: Andrew M. Tucker, Esq.

    Facsimile No.: (202) 689-2860

    Telephone No.: (202) 689-2987

    Email: andy.tucker@nelsonmullins.com

	 	 
	If
    to Holding, to: the address set forth below Holding’s name on the signature page to this Agreement.
	 
	If
    to PCCU, to: the address set forth below PCCU’s name on the signature page to this Agreement.


 


(g)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived
(either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Purchaser
and the Subject Parties. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof. No waivers
of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed
as a further or continuing waiver of any such term, condition, or provision.


 






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(h)
Authorization on Behalf of the Purchaser. The parties acknowledge and agree that notwithstanding anything to the contrary contained
in this Agreement, any and all determinations, actions, or other authorizations under this Agreement on behalf of the Purchaser, including
enforcing the Purchaser’s rights and remedies under this Agreement, or providing any waivers with respect to the provisions hereof,
shall solely be made, taken, and authorized by majority of the disinterested independent directors of the Purchaser’s board of
directors. In the event that the Purchaser at any time does not have any disinterested directors, so long as the Subject Parties have
any remaining obligations under this Agreement, the Purchaser will promptly appoint one in connection with this Agreement. Without limiting
the foregoing, in the event that an affiliate of a Subject party serves as a director, officer, employee, or other authorized agent of
the Purchaser or any of its current or future affiliates, neither the Subject Party nor its affiliate shall have authority, express or
implied, to act or make any determination on behalf of the Purchaser or any of its current or future affiliates in connection with this
Agreement or any dispute or Action with respect hereto.


 


(i)
Severability. In case any provision in this Agreement shall be held invalid, illegal, or unenforceable in a jurisdiction, such
provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal,
and enforceable, and the validity, legality, and enforceability of the remaining provisions hereof shall not in any way be affected or
impaired thereby nor shall the validity, legality, or enforceability of such provision be affected thereby in any other jurisdiction.
Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties will substitute
for any invalid, illegal, or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal,
and enforceable, the intent and purpose of such invalid, illegal, or unenforceable provision.


 


(j)
Specific Performance. Each party acknowledges that its obligations under this Agreement are unique, recognizes and affirms that
in the event of a breach of this Agreement, money damages will be inadequate and there will be no adequate remedy at law, and agrees
that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. Accordingly, the adversely affected party or parties shall be entitled to an injunction or
restraining order to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without the requirement
to post any bond or other security, this being in addition to any other right or remedy available under this Agreement, at law or in
equity.


 


(k)
Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties with respect to
the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties
is expressly canceled; provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations
of the parties under the Purchase Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing in this Agreement shall
limit any of the rights or remedies or any of the obligations of the parties hereto under any other agreement between a Subject Party
and the Purchaser or any certificate or instrument delivered in connection with the Purchase, and nothing in any other agreement, certificate,
or instrument shall limit any of the rights or remedies or any of the obligations under this Agreement.


 


(l)
Further Assurances. From time to time, at another party’s request and without further consideration (but at the requesting
party’s reasonable cost and expense), each party shall execute and deliver such additional documents and take all such further
action as may be reasonably necessary to consummate the transactions contemplated by this Agreement.


 


(m)
Counterparts; Facsimile. This Agreement may also be executed and delivered by facsimile signature or by email in portable document
format in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument.





 


[Remainder
of Page Intentionally Left Blank; Signature Pages Follow]


 




    	5



     


    

 


IN
WITNESS WHEREOF, the parties have executed this Lock-Up Agreement as of the date first written above.


 





	 	The
  Purchaser:
	 	 	 
	 	SHF
  HOLDINGS, INC.
	 	 	 
	 	By:	/s/
  John Darwin
	 	Name:	John Darwin
	 	Title:	Co-Chief Executive
  Officer



 


{Additional
Signatures on the Following Pages}


 






    	 



     


    

 




IN
WITNESS WHEREOF, the parties have executed this Lock-Up Agreement as of the date first written above.


 





Holding:


 





	SHF
                                            Holding Co., LLC


	 
	 	 	 
	By:
  	/s/
  Richard Bollig	 
	Name:	Richard Bollig	 
	Title:	Board Chair	 



 





Number
of Shares and Type of Purchaser Common Stock:


 


Purchaser
Common Stock: ______________________________


___________________________________________________


 


Address
for Notice:


 


Address:
SHF Holding Co, LLC
 6221 Sheridan Boulevard
 Arvada, Colorado 80401

Attention: Chief Executive Officer
 Email: FaganD@partnercoloradocu.org:


 



with
a copy (which will not constitute notice) to:


 


Waller
Law, LLC

PO Box 3237


Evergreen,
CO 80437

Attn: David Waller

Telephone No.: (720) 583-1716

Email: dave@legalaspirin.com


 




    	 



     


    

 


IN
WITNESS WHEREOF, the parties have executed this Lock-Up Agreement as of the date first written above.


 





PCCU:


 


Partner
Colorado Credit Union


 





	By:	/s/
  Linda Head	 
	Name:	Linda Head	 
	Title:	Board Chair	 






 


Number
of Shares and Type of Purchaser Common Stock:


 


Purchaser
Common Stock: 11,386,139______________________


___________________________________________________


 


Address
for Notice:


 


Address:
Partner Colorado Credit Union
 6221 Sheridan Boulevard
 Arvada, Colorado
80003
 Attention: Chief Executive Officer
 Email: FaganD@partnercoloradocu.org:


 










with
a copy (which will not constitute notice) to:


 


Waller
Law, LLC

PO Box 3237


Evergreen,
CO 80437

Attn: David Waller

Telephone No.: (720) 583-1716

Email: dave@legalaspirin.com


 




    	 



     


    

 


SCHEDULE
1


 


[omitted
in accordance with Regulation S-K Item 601(a)(5)]