Exhibit
10.1


 


Form
of Lock-Up Agreement


 


____________,
2022


 


EF
HUTTON,


 


division
of Benchmark Investments, LLC


 


as
Representative of the Underwriters


 


590
Madison Avenue, 39th Floor


 


New
York, New York 10022


 


Ladies
and Gentlemen:


 


The
undersigned understands that EF Hutton, division of Benchmark Investments, LLC (the “Representative”) proposes to
enter into an Underwriting Agreement (the “Underwriting Agreement”) with Yoshiharu Global Co., a Delaware corporation
(the “Company”), providing for the public offering (the “Public Offering”) of shares of Class A
common stock of the Company, par value $0.0001 per share (the “Common Stock” or the “Securities”).


 


To
induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without
the prior written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and ending
twelve (12) months after the date of the Underwriting Agreement (the “Lock-Up Period”), (1) offer, pledge, sell, contract
to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock or any securities convertible into
or exercisable or exchangeable for the Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which
the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) 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
Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities,
in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4)
publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other
arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may
transfer Lock-Up Securities without the prior written consent of the Representative in connection with (a) transactions relating to Lock-Up
Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under Section 13
or Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement
shall be required or shall be voluntarily made during the Lock-Up Period in connection with subsequent sales of Lock-Up Securities acquired
in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member
or trust for the benefit of a family member (for purposes of this lock-up agreement, “family member” means any relationship
by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity or educational institution;
or (d) if the undersigned, directly or indirectly, controls a corporation, partnership, limited liability company or other business entity,
any transfers of Lock- Up Securities to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned,
as the case may be; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c) or (d), (i) it shall be a condition
to any such transfer that (i) the transferee/donee agrees to be bound by the terms of this lock-up agreement (including, without limitation,
the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto; (ii) each party
(donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the
Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act) to make, and shall agree to not voluntarily
make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period; and (iii) the undersigned
notifies the Representative at least two (2) business days prior to the proposed transfer or disposition.


 






    	 



     


    

 


In
addition, the foregoing restrictions shall not apply to (i) the exercise or vesting of stock options or other equity awards granted pursuant
to the Company’s equity incentive plans; provided that it shall apply to any of the undersigned’s Common Stock issued upon
such exercise, (ii) the conversion or exercise of convertible debt or warrants; provided that it shall apply to any of the undersigned’s
Common Stock issued upon such exercise, or (iii) the establishment of any new plan (a “Plan”) that satisfies all of
the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act; provided that no sales of the undersigned’s Securities shall
be made pursuant to such new Plan prior to the expiration of the Lock-Up Period (as such may have been extended pursuant to the provisions
hereof), and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with
the Securities and Exchange Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby,
by the undersigned, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the
undersigned, the Company or any other person, prior to the expiration of the Lock-Up Period (as such may have been extended pursuant
to the provisions hereof).


 


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 undersigned’s Securities subject to this lock-up agreement except in compliance with this lock-up agreement.


 


If
the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally
applicable to any Securities that the undersigned may purchase in the Public Offering; (ii) the Representative agrees that, at least
three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer
of Lock-Up Securities, the Representative will notify the Company of the impending release or waiver; and (iii) the Company has agreed
in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two
(2) business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to
any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions
of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration
and (b) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for
the duration that such terms remain in effect at the time of such transfer.


 






    	 



     


    

 


The
undersigned understands that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation
of the Public Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the
undersigned’s heirs, legal representatives, successors and assigns.


 


The
undersigned understands that, if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the
provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Securities to
be sold thereunder, the undersigned shall be released from all obligations under 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.


 


	 	Very
    truly yours,
	 	 
	 	(Name
    - Please Print)
	 	 
	 	(Signature)
	 	 
	 	(Name
    of Signatory, in the case of entities - Please Print)
	 	 
	 	(Title
    of Signatory, in the case of entities - Please Print)
	 	 
	 	(Name
    - Please Print)
	 	 
	 	Address: