Exhibit
10.2


 





Final
Form


 


FORM
OF LOCK-UP AGREEMENT


 


THIS
LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of May 26, 2022 by and between (i) Aesther
Healthcare Acquisition Corp., a Delaware corporation, which will be known after the consummation of the transactions contemplated
by the Merger Agreement (as defined below) as “EVGT LTD” (including any successor entity thereto, the “Purchaser”),
(ii) Aesther Healthcare Sponsor, LLC, a Delaware limited liability company, in the capacity under the Merger Agreement as the Purchaser
Representative (including any successor Purchaser Representative appointed in accordance the Merger Agreement, the “Purchaser
Representative”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined
in this Agreement will have the meaning ascribed to such term in the Merger Agreement.


 


WHEREAS,
on or about the date hereof, (i) the Purchaser, (ii) AHAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the
Purchaser (“Merger Sub”), (iii) the Purchaser Representative, (iv) United Gear & Assembly, Inc., a Delaware
corporation (“Company”) and (v) United Stars Holdings, Inc., a Delaware corporation and the sole stockholder
of the Company, entered into that certain Agreement and Plan of Merger (as amended from time to time in accordance with the terms thereof,
the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Company, with the Company
continuing as the surviving entity (the “Merger”), and as a result of which, (a) all of the issued and outstanding
capital stock of the Company, immediately prior to the consummation of the Merger (the “Closing”), shall no
longer be outstanding and shall automatically be cancelled and shall cease to exist, in exchange for the Merger Consideration, all upon
the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the applicable provisions of the of
the Delaware General Corporation Law (as amended, the “DGCL”);


 


WHEREAS,
as of the date hereof, Holder is a holder of Company Common Stock, in such amounts as set forth underneath Holder’s name on the
signature page hereto; and


 


WHEREAS,
pursuant to the Merger Agreement, and in view of the valuable consideration to be received by Holder thereunder, the parties desire to
enter into this Agreement, pursuant to which the Merger Consideration received by Holder in the Merger (all securities received as Merger
Consideration at the Closing, 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



    	 



    




 


1.
Lock-Up Provisions.


 


(a)
Holder hereby agrees not to, during the period commencing from the Closing and ending on the earliest of (x) six (6) month anniversary
of the date of the Closing, (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 Purchaser’s stockholders having
the right to exchange their shares of Purchaser Common Stock for cash, securities or other property, and (z) the date on which the closing
sale price of the Purchaser Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least seventy
five (75) days after the Closing (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”). The foregoing sentence shall not apply to
the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, will or intestate succession upon the death of Holder,
(II) to any Permitted Transferee (defined below) or (III) 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), (II) or (III) it
shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an
agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement
applicable to Holder, 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 Holder’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 Holder or the immediate family of Holder, (3) if Holder 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, including, for the avoidance of doubt, distributions
upon the liquidation and dissolution of Holder (if Holder is an entity), (5) to any affiliate of Holder, and (6) any transferee whereby
there is no change in beneficial ownership. Holder further agrees to execute such agreements as may be reasonably requested by Purchaser
that are consistent with the foregoing or that are necessary to give further effect thereto.


 


(b)
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 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, Purchaser may impose stop-transfer instructions with
respect to the Restricted Securities of Holder (and Permitted Transferees and assigns thereof) until the end of the Lock-Up Period.


 


(c)
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 MAY
26, 2022, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”), A CERTAIN REPRESENTATIVE OF THE ISSUER NAMED THEREIN
AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS IT MAY BE AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT
CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”


 


(d)
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



    	 



    

 


2.
Miscellaneous.


 


(a)
Termination of Merger Agreement. This Agreement shall be binding upon Holder upon Holder’s execution and delivery of this
Agreement, but this Agreement shall only become effective and Holder’s obligations hereunder shall only begin upon the Closing.
Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its
terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and
be of no further force or effect.


 


(b)
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 obligations of Holder are personal to
Holder and may not be transferred or delegated by Holder at any time without the prior written consent of Purchaser and Purchaser Representative;
provided, however, that the Holder may assign this Agreement in connection with any Company Reorganization and the assignee thereto shall
become the Holder for purposes of this Agreement subsequent to any such Company Reorganization. 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 Holder (but from and after the Closing, the consent of the Purchaser
Representative shall be required). If the Purchaser Representative is replaced in accordance with the terms of the Merger Agreement,
the replacement Purchaser Representative shall automatically become a party to this Agreement as if it were the original Purchaser Representative
hereunder.


 


(c)
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.


 


(d)
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 Delaware, 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 the Court of Chancery of the State
of Delaware (or, to the extent such Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or,
if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware (provided that if aforementioned
courts are closed as a result of a force majeure event, then the Parties hereby agree to submit to the jurisdiction of the United States
District Court for the Southern District of New York, if it is open) (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(g). Nothing in this Section 2(d)
shall affect the right of any party to serve legal process in any other manner permitted by applicable law.


 




    	3



    	 



    

 


(e)
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 2(d).


 


(f)
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.


 


(g)
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 Purchaser, prior to the Closing, to:

     

    Aesther
    Healthcare Acquisition Corp.

    515
    Madison Ave, Suite 8078

    New
    York NY 1002

    Attn:
    Suren Ajjarapu, CEO

    Telephone
    No.: (646) 908-2658

    Email:
    suren@aestherhealthcarespac.com
	With
    a copy (which shall not constitute notice) to:

     

    Ellenoff
    Grossman & Schole LLP

    1345
    Avenue of the Americas, 11th Floor

    New
    York, New York 10105

    Attn:
    Barry I. Grossman, Esq.

    Facsimile
    No.: (212) 370-7889

    Telephone
    No.: (212) 370-1300

    Email:
    bigrossman@egsllp.com

	 	 


 




    	4



    	 



    

 





 



 


	If
    to the Purchaser Representative, to:

     

    Aesther
    Healthcare Sponsor, LLC

    515
    Madison Ave, Suite 8078

    New
    York NY 1002

    Attn:
    Suren Ajjarapu

    Telephone
    No.: (646) 908-2658

    Email:
    suren@aestherhealthcarespac.com

     
	With
    a copy (which shall not constitute notice) to:

     

    Ellenoff
    Grossman & Schole LLP

    1345
    Avenue of the Americas, 11th Floor

    New
    York, New York 10105

    Attn:
    Barry I. Grossman, Esq.

    Facsimile
    No.: (212) 370-7889

    Telephone
    No.: (212) 370-1300

    Email:
    bigrossman@egsllp.com

    

     

	 	 
	If
    to the Purchaser from and after the Closing, to:

     

    EVGT
    LTD

    1700
    Livingstone Road,

    Hudson,
    WI 54016

    Attn:
    David Schmitt

    Telephone
    No.: (608) 368-4607

    Email:
    dschmitt@ustars.com

     
	With
    copies to (which shall not constitute notice):

     

    Barack
    Ferrazzano Kirschbaum & Nagelberg LLP

    200
    West Madison Street, Suite 3900

    Chicago,
    IL 60606

    Attn:
    Joseph T. Ceithaml

    Telephone
    No.: (612) 354-7425

    Email:
    joseph.ceithaml@bfkn.com

     

    and

     

    the
    Purchaser Representative (and its copy for notices hereunder)

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


 





 



 


(h)
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,
the Purchaser Representative and Holder. 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.


 


(i)
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 the Purchaser Representative. Without limiting the foregoing, in the event that Holder
or its Affiliate serves as a director, officer, employee or other authorized agent of the Purchaser or any of its current or future Affiliates,
Holder and/or its Affiliate shall have no 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.


 


(j)
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.


 




    	5



    	 



    

 


(k)
Specific Performance. Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in
the event of a breach of this Agreement by Holder, money damages will be inadequate and Purchaser (and the Purchaser Representative on
behalf of the Purchaser) will have 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 by Holder in accordance with their specific terms or were otherwise breached. Accordingly,
each of the Purchaser and the Purchaser Representative shall be entitled to seek an injunction or restraining order to prevent breaches
of this Agreement by Holder and to enforce specifically the terms and provisions hereof, without the requirement to post any bond or
other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which the Purchaser
may be entitled under this Agreement, at law or in equity.


 


(l)
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 Merger Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing in this Agreement shall limit
any of the rights or remedies of the Purchaser and the Purchaser Representative or any of the obligations of Holder under any other agreement
between Holder and the Purchaser or the Purchaser Representative or any certificate or instrument executed by Holder in favor of the
Purchaser or the Purchaser Representative, and nothing in any other agreement, certificate or instrument shall limit any of the rights
or remedies of the Purchaser or the Purchaser Representative or any of the obligations of Holder under this Agreement.


 


(m)
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.


 


(n)
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]


 




    	6



    	 



    

 


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


 


	 	Purchaser:
	 	 	 
	 	Aesther
    Healthcare Acquisition Corp.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	The
    Purchaser Representative:
	 	 	 
	 	AESTHER
    HEALTHCARE SPONSOR, LLC, solely in its capacity under the Merger Agreement as the Purchaser Representative
	 	 	 
	 	By:
    	                   
	 	Name:	 
	 	Title:
    	 


 


{Additional
Signature on the Following Page}


 


[Signature
Page to Lock-Up Agreement]


 




    	 



    	 



    

 


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


 


	Holder:	 
	 	 	 
	Name
    of Holder: [  ] 	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 


	Number
    of Shares of Company Common Stock:	 
	 	 	 
	Company
    Stock:	 	 
	 	 
	 	 	 
	Address
    for Notice:	 
	 	 	 
	Address:	 	 
	 	 
	 	 
	Facsimile
    No.:	 	 
	Telephone
    No.:	 	 
	Email:	:	 


 


[Signature
Page to Lock-Up Agreement]