Exhibit 10.1


 


LOCK-UP AGREEMENT


 


This LOCK-UP AGREEMENT, dated as of February
19, 2016, is by and between FBEC Worldwide, Inc., a Wyoming corporation (the “Company”), and MIDAM Ventures LLC (the
“Consultant”).


 


W I T N E S S E T H:


 


WHEREAS, the Consultant wishes to be the exclusive
provider of investor relations services to the Company and the Company is willing to accept such exclusivity upon the terms and
conditions hereinafter set forth;


 


WHEREAS, the Consultant, on the date hereof,
purchased 150,000,000 shares of the Company’s common stock, par value $.001 per share, of the Company (the “Shares”)
from Robert Sand;


 


WHEREAS, the Consultant has covenanted to return
100,000,000 of the Shares to the Company’s treasury in conjunction with the purchase from Robert Sand;


 


AND WHEREAS, the Consultant is willing to restrict
the transfer of the remaining 50,000,000 Shares purchased from Robert Sand in exchange for the aforementioned exclusivity.


 


NOW, THEREFORE, in consideration of the mutual
covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:


 


The Consultant
and the Company have entered into a Consulting Agreement, dated as of September 30, 2015 (the “Consulting Agreement”),
pursuant to which the Consultant shall provide to the Company the following services: (i) investor relations and public relations,
(ii) product marketing; (iii) product development; (iv) day to day business advice; (v) assistance in writing and submission of
all press releases and public filings; (vi) fund raising; (vii) optimizing corporate structure: (viii) bookkeeping; and (ix) vendor
relations (collectively, the “Services”).


 


As consideration for the Company making the
Consultant the exclusive provider of the Services, the Consultant hereby agrees that it will not, during the period commencing
on the date hereof and ending on February 19, 2021 (such period referred to herein as the “Lock-Up Period”), offer,
sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Shares of Common Stock purchased from
Robert Sand, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that
transfers, in whole or in part, any of the economic consequences of ownership of the Shares, or publicly disclose the intention
to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement.


 






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The Consultant confirms that this Lock-Up Agreement
is irrevocable and shall be binding on the Consultant’s legal representatives, successors and assigns. This Lock-up Agreement
shall be governed by, and construed in accordance with, the laws of the State of Wyoming.


 





	 	 Very truly yours,


 


MIDAM VENTURES LLC


 


 


By:  /s/
Adam Heimann


      Name: Adam Heimann


 


 


Agreed and Accepted


FBEC WORLDWIDE, INC.


 


 


By: /s/
Jason Spatafora


      Name: Jason Spatafora


      Title: Chief Executive Officer






 


 






 


 






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