Lock-Up
Agreement





________,
2018


 


Joseph
Gunnar & Co., LLC

30 Broad Street, 11th Floor

New York, New York 10004


 


Ladies
and Gentlemen:


 


The
undersigned understands that Joseph Gunnar & Co., LLC (the “Representative”) proposes to enter into an
Underwriting Agreement (the “Underwriting Agreement”) with TOUGHBUILT Industries Inc., a Nevada corporation
(the “Company”), providing for the initial public offering (the “Public Offering”) of shares
(the “Shares”) of common stock, par value $0.0001 per share, of the Company (“Common Stock”).


 


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 180 days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering
(the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose
of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares
of 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 anything in this agreement to the contrary, Lock-Up Securities
shall not include (a) securities of the Company acquired in open market transactions after the completion of the Public Offering
or (b) securities (and the shares of Common Stock thereunder, if any) purchased in the Public Offering. Notwithstanding anything
herein to the contrary, and subject to the conditions hereunder, the following transactions shall not be prohibited by this agreement:
(aa) 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); (bb) transfers of Lock-Up Securities to a charity or educational institution;
or (cc) 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), (aa),
(bb) or (cc), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to
the Representative a lock-up agreement substantially in the form of this lock-up agreement and (iii) no filing under Section 16(a)
of the Exchange Act shall be required or shall be voluntarily made. 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 Lock-Up
Securities except in compliance with this lock-up agreement.


 






    	 



    	 



    

 


The
undersigned 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 period from the date hereof to and including the 34th day following the expiration of
the Lock-Up Period, the undersigned will give notice thereof to the Company and will not consummate any such transaction or take
any such action unless it has received written confirmation from the Company that the Lock-Up Period has expired.


 


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 issuer-directed or “friends and family” Shares 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.


 


No
provision in this agreement shall be deemed to restrict or prohibit the exercise, exchange or conversion by the undersigned of
any securities exercisable or exchangeable for or convertible into Shares, as applicable; provided that the undersigned
does not transfer the Shares acquired on such exercise, exchange or conversion during the Lock-Up Period, unless otherwise permitted
pursuant to the terms of this lock-up agreement. In addition, no provision herein shall be deemed to restrict or prohibit the
entry into or modification of a so-called “10b5-1” plan at any time (other than the entry into or modification of
such a plan in such a manner as to cause the sale of any Lock-Up Securities within the Lock-Up Period).


 


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 is not executed by September 30, 2018, 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 Shares to be sold thereunder, then this lock-up agreement shall be void and of no further force or effect.


 




    	 



    	 



    

 


Whether
or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will
only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the
Representative.


 


	 	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)



 


	 	Address: