Exhibit 10.2


 


FORM OF


LOCK-UP/LEAK-OUT AGREEMENT


 


LOCK-UP/LEAK-OUT AGREEMENT (the “Agreement”)
dated as of October 4, 2021 (the “Closing Date”), by and between Timothy Boekztes (“BOEKZTES”) and Eco
Innovation Group, Inc., a Nevada corporation (“ECOX”).


 


WHEREAS, as of the Closing Date, BOEKZTES and
ECOX have entered into that certain Asset Purchase Agreement as of even date herewith (“Asset Purchase Agreement”); and


 


WHEREAS, pursuant to the Asset Purchase Agreement,
the sale and transfer of the Shares shall be subject to this Agreement;


 


NOW, THEREFORE, in consideration of the foregoing
and the terms, conditions and mutual covenants appearing in this Agreement, the parties hereto hereby agree as follows:


 


SECTION 1. (a) The resale of the Shares shall be according to the
following schedule: Beginning on the date six months after the Closing Date and for twelve (12) months thereafter, BOEKZTES may sell the
Shares and shall be limited to sell not more than the aggregate quantity of shares equaling 10,000 per week, or 40,000 per month. Prior
to the date six months after the Closing Date, the Shares may not be sold or transferred.


 


(b) Sales of Shares shall be by means of “in-the-market”
transactions.  “In the market” shall mean a brokered sale made on the OTC Market, or any subsequent primary trading market,
or customary trading channels and/or, with the mutual consent of the parties, a private offering, which consent shall not be unreasonably
withheld, conditioned or delayed. If sold to a purchaser in a private offering, such purchaser shall agree to comply with all the terms
and conditions of the Agreement.


 


(c) Any sales of Shares in violation of this Agreement by either party
shall constitute an event of default under this Agreement and an equal number of Shares shall be forfeited by BOEKZTES.


 


(d) BOEKZTES acknowledges that their breach or impending violation
of any of the provisions of this Agreement may cause irreparable damage to ECOX, for which remedies at law would be inadequate.  BOEKZTES
further acknowledges that the provisions set forth herein are essential terms and conditions of the Asset Purchase Agreement and this
Agreement.  BOEKZTES therefore agrees that ECOX shall be entitled to a decree or order by any court of competent jurisdiction enjoining
such impending or actual violation of any of such provisions.  Such decree or order, to the extent appropriate, shall specifically
enforce the full performance of any such provision by BOEKZTES, which hereby consents to the jurisdiction of any such court of competent
jurisdiction, state or federal, sitting in the State of Nevada.  This remedy shall be in addition to all other remedies available
to the parties at law or equity.  If any portion of this Section 1 is adjudicated to be invalid or unenforceable, this Section 1
shall be deemed amended to delete there from the portion so adjudicated, such deletion to apply only with respect to the operation of
this Section 1 in the jurisdiction in which such adjudication is made.


 


(e) Shares shall not at any time be used to cover “short”
sales of the common stock of ECOX.


 


SECTION 2.  Subject to Section 5 hereunder, this Agreement shall
inure to the benefit of and be binding upon both BOEKZTES and ECOX, their successors and assigns.


 


SECTION 3.  Should any part of this Agreement, for any reason
whatsoever, be declared invalid, illegal, or incapable of being enforced in whole or in part, such decision shall not affect the validity
of any remaining portion, which remaining portion shall remain in full force and effect as if this Agreement had been executed with the
invalid


 


 




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portion thereof eliminated, and it is hereby declared the intention
of the parties hereto that they would have executed the remaining portion of this Agreement without including therein any portion which
may for any reason be declared invalid.


 


SECTION 4.  This Agreement shall be construed and enforced in
accordance with the laws of the State of Nevada applicable to agreements made and to be performed in such State without application of
the principles of conflicts of laws of such State.


 


SECTION 5.  This Agreement and all rights hereunder are personal
to the parties and shall not be assignable, and any purported assignments in violation thereof shall be null and void.


 


SECTION 6. All notices and other communications required or permitted
to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered personally or by facsimile or
seven days after having been sent by certified mail, return receipt requested, postage prepaid, to the parties to this Agreement at the
following address or to such other address either party to this Agreement shall specify by notice to the other party:


 


		(a)	if to BOEKZTES, to: 



 


Timothy Boetzkes


1 Grosvenor Blvd


St Albert, Alberta


T8N 0X1


 


		(b)	if to ECOX, to: 



 


Eco Innovation Group, Inc.


16525 Sherman Way, Suite C-1


Van Nuys, CA


Attention: Ms. Julia Otey-Raudes


	 	 	 	 	 


 


SECTION 7.  The failure of either party to insist upon the strict
performance of any of the terms, conditions and provisions of this Agreement shall not be construed as a waiver or relinquishment of future
compliance therewith, and said terms, conditions and provisions shall remain in full force and effect.  No waiver of any term or
condition of this Agreement on the part of either party shall be effective for any purpose whatsoever unless such waiver is in writing
and signed by such party.


 


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[Signature page to follow]


 


 


 


 


 




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IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed by their respective authorized officers as of the day and year first above written.


 


	 	 	 
	TIMOTHY BOEKZTES
	 	
     

     

	By:	 	/s/ Timothy Boekztes
	Name:	 	Timothy Boekztes
	 
	ECO INNOVATION GROUP, INC.
	 	
     

     

	By:	 	/s/ Julia Otey-Raudes
	Name:	 	Julia Otey-Raudes
	Title:	 	Chief Executive Officer


 


 


 


 


 


[Agreement Signature Page]