Exhibit 10.3


 


LOCK-UP
AGREEMENT


 


April
11, 2019


 


 Maxim Group LLC.


405 Lexington Avenue


New York, New York 10174



 


		Re:	Public
                                         Offering of China Bat Group, Inc.



 


Dear
Sirs:


 


This
Lock-Up Agreement is being delivered to you in connection with the Securities Purchase Agreement (the “Securities Purchase
Agreement”), dated as of April 11, 2019 by and among China Bat Group, Inc. (the “Company”) and the
investors party thereto (the “Buyers”), with respect to the issuance of (i) shares of common stock of the Company,
par value $0.001 per share (the “Common Stock”), and (ii) warrants, which are exercisable to purchase shares
of Common Stock. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in
the Securities Purchase Agreement.


 


In
order to induce the Buyers to enter into the Securities Purchase Agreement, the undersigned agrees that, commencing on the date
hereof and ending on the [sixty] day anniversary of the Closing Date (the “Lock-Up Period”), the undersigned
will not, and will cause all affiliates (as defined in Rule 144 promulgated under the 1933 Act) of the undersigned or any person
in privity with the undersigned or any affiliate of the undersigned not to, (i) sell, offer to sell, contract or agree to sell,
hypothecate, pledge, grant any option to purchase, make any short sale or otherwise dispose of or agree to dispose of, directly
or indirectly, any shares of Common Stock or Common Stock Equivalents, or establish or increase a put equivalent position or liquidate
or decrease a call equivalent position within the meaning of Section 16 of the Securities and Exchange Act of 1934, as amended
and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to any shares of Common
Stock or Common Stock Equivalents owned directly by the undersigned (including holding as a custodian) or with respect to which
the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively,
the “Undersigned’s Shares”), or (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 any of the Undersigned’s Shares, whether any such
transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or other securities,
in cash or otherwise, (iii) make any demand for or exercise any right or cause to be filed a registration statement, including
any amendments thereto, with respect to the registration of any shares of Common Stock or Common Stock Equivalents or (iv) publicly
disclose the intention to do any of the foregoing.


 


The
foregoing restriction is expressly agreed to preclude the undersigned, and any affiliate of the undersigned and any person in
privity with the undersigned or any affiliate of the undersigned, from engaging in any hedging or other transaction which is designed
to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Shares even
if the Undersigned’s Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other
transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without
limitation, any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that
includes, relates to, or derives any significant part of its value from the Undersigned’s Shares.


 






     


     


    

 


Notwithstanding
the foregoing, the undersigned may transfer the Undersigned’s Shares (i) as a bona fide gift or gifts, provided that the
donee or donees thereof agree to be bound in writing by the restrictions set forth herein or (ii) to any trust for the direct
or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees
to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition
for value. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood,
marriage or adoption, not more remote than first cousin. The undersigned now has, and, except as contemplated by the immediately
preceding sentence, for the duration of this Lock-Up Agreement will have, good and marketable title to the Undersigned’s
Shares, free and clear of all liens, encumbrances, and claims whatsoever. The undersigned also agrees and consents to the entry
of stop transfer instructions with the Company’s transfer agent (the “Transfer Agent”) and registrar
against the transfer of the Undersigned’s Shares except in compliance with the foregoing restrictions.


 


In
order to enforce this covenant, the Company shall impose irrevocable stop-transfer instructions preventing the Transfer Agent
from effecting any actions in violation of this Lock-Up Agreement.


 


The
undersigned acknowledges that the execution, delivery and performance of this Lock-Up Agreement is a material inducement to each
Buyer to complete the transactions contemplated by the Securities Purchase Agreement and that the Company shall be entitled to
specific performance of the undersigned’s obligations hereunder. The undersigned hereby represents that the undersigned
has the power and authority to execute, deliver and perform this Lock-Up Agreement, that the undersigned has received adequate
consideration therefor and that the undersigned will indirectly benefit from the closing of the transactions contemplated by the
Securities Purchase Agreement.


 


The
undersigned understands and agrees that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s
heirs, legal representatives, successors, and assigns.


 


This
Lock-Up Agreement may be executed in two counterparts, each of which shall be deemed an original but both of which shall be considered
one and the same instrument.


 


This
Lock-Up Agreement will be governed by and construed in accordance with the laws of the State of New York, without giving effect
to any choice of law or conflicting provision or rule (whether of the State of New York, or any other jurisdiction) that would
cause the laws of any jurisdiction other than the State of New York to be applied. In furtherance of the foregoing, the internal
laws of the State of New York will control the interpretation and construction of this Lock-Up Agreement, even if under such jurisdiction’s
choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.


 


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	Very truly yours,	
	 	 
	 	 
	 	Exact
    Name of Shareholder
	 	 
	 	 
	 	Authorized
    Signature
	 	 
	 	 
	 	Title


 


	Agreed to and Acknowledged:	 
	 	 	 	 
	CHINA BAT GROUP, INC.	 
	 	 
	By:	 	 
	 	Name:	 	 
	 	Title:	 	 




 


 


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