Exhibit
10.13


 


FORM
OF LOCK-UP AGREEMENT


 


[_____________],
2021


 


Maxim
Group LLC


405
Lexington Avenue


New
York, New York 10174


 


Re:
Worksport Ltd.—Public Offering


 


Ladies
and Gentlemen:


 


The
undersigned, an officer, director and/or holder of common stock, par value $0.0001 per share (the “Common Stock”),
or rights to acquire shares of Common Stock (the “Shares”), of Worksport Ltd. (the “Company”),
understands that you are the representative (the “Representative”) of the several underwriters, if any (collectively,
the “Underwriters”), named or to be named in the final form of Schedule I to the underwriting agreement (the
“Underwriting Agreement”) to be entered into among the Underwriters and the Company, providing for the public offering
(the “Public Offering”) of Shares and warrants to purchase Shares (collectively, the “Securities”)
pursuant to a registration statement filed or to be filed with the U.S. Securities and Exchange Commission (the “SEC”).
Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.


 


In
consideration of the Underwriters’ agreement to enter into the Underwriting Agreement and to proceed with the Public Offering of
the Securities, and for other good and valuable consideration, receipt of which is hereby acknowledged, the undersigned hereby agrees,
for the benefit of the Company, the Representative and the other Underwriters that, without the prior written consent of the Representative,
the undersigned will not, during the period specified in the following paragraph (the “Lock-Up Period”), directly
or indirectly, unless otherwise provided herein, (a) offer, sell, agree to offer or sell, solicit offers to purchase, grant any call
option or purchase any put option with respect to, pledge, encumber, assign, borrow or otherwise dispose of (each a “Transfer”)
any Relevant Security (as defined below) or otherwise publicly disclose the intention to do so, or (b) establish or increase any “put
equivalent position” or liquidate or decrease any “call equivalent position” with respect to any Relevant Security
(in each case within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and the rules and regulations thereunder) with respect to any Relevant Security or otherwise enter into any swap, derivative or other
transaction or arrangement that Transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security,
whether or not such transaction is to be settled by the delivery of Relevant Securities, other securities, cash or other consideration,
or otherwise publicly disclose the intention to do so. As used herein, the term “Relevant Security” means any Share,
any warrant to purchase Shares or any other security of the Company or any other entity that is convertible into, or exercisable or exchangeable
for, Shares or any other equity security of the Company, in each case owned beneficially or otherwise by the undersigned on the date
of closing of the Public Offering or acquired by the undersigned during the Lock-Up Period.


 


The
restrictions in the foregoing paragraph shall not apply to (a) any exercise (including a cashless exercise or broker-assisted exercise
and payment of tax obligations) of options or warrants to purchase Shares; provided that any Shares received upon such exercise, conversion
or exchange will be subject to the Lock-Up Period, (b) any establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange
Act for the transfer of Shares (a “Trading Plan”), provided that (i) the Trading Plan shall not provide for or permit any
transfers, sales or other dispositions of Shares during the Lock-Up Period and (ii) the Trading Plan would not require any filing under
Section 16(a) of the Exchange Act and no such filing is voluntarily made, or (c) any transfer of Shares acquired in open market transactions
following the closing of the Public Offering, provided the transfer would not require any filing under Section 16(a) of the Exchange
Act and no such filing is voluntarily made. The Lock-Up Period will commence on the date of this Lock-up Agreement and continue and include
the date that is one-hundred and eighty (180) days after the closing of the Public Offering.


 




    	 



     


    




 


In
addition, the undersigned further agrees that, except for the registration statement filed or to be filed in connection with the Public
Offering, during the Lock-Up Period the undersigned will not, without the prior written consent of the Representative: (a) file or participate
in the filing with the SEC of any registration statement or circulate or participate in the circulation of any preliminary or final prospectus
or other disclosure document, in each case with respect to any proposed offering or sale of a Relevant Security beneficially owned by
the undersigned, or (b) exercise any rights the undersigned may have to require registration with the SEC of any proposed offering or
sale of a Relevant Security beneficially owned by the undersigned .


 


In
furtherance of the undersigned’s obligations hereunder, the undersigned hereby authorizes the Company during the Lock-Up Period
to cause any transfer agent for the Relevant Securities to decline to transfer, and to note stop transfer restrictions on the stock register
and other records relating to, Relevant Securities for which the undersigned is the record owner and the transfer of which would be a
violation of this Lock-Up Agreement and, in the case of Relevant Securities for which the undersigned is the beneficial but not the record
owner, agrees that during the Lock-Up Period it will use its reasonable best efforts to cause the record owner to authorize the Company
to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records
relating to, such Relevant Securities to the extent such transfer would be a violation of this Lock-Up Agreement.


 


Notwithstanding
the foregoing, the undersigned may transfer the undersigned’s Relevant Securities:


 


	 	(i)	as
    a bona fide gift or gifts,
	 	 	 
	  	(ii)	to
    any trust, partnership, limited liability company or other legal entity commonly used for estate planning purposes which is established
    for the direct or indirect benefit of the undersigned or a member or members of the immediate family of the undersigned,
	 	 	 
	  	(iii)	if
    the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (1) to another corporation,
    partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule
    405 under the Securities Act of 1933, as amended) of the undersigned, (2) to limited partners, limited liability company members
    or stockholders of the undersigned or holders of similar equity interests in the undersigned , or (3) in connection with a sale,
    merger or transfer of all or substantially all of the assets of the undersigned or any other change of control of the undersigned,
    not undertaken for the purpose of avoiding the restrictions imposed by this Lock-Up Agreement,
	 	 	 
	  	(iv)	if
    the undersigned is a trust, to the beneficiary of such trust,
	 	 	 
	  	(v)	by
    testate or intestate succession,
	 	 	 
	  	(vi)	by
    operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement,
	 	 	 
	  	(vii)	pursuant
    to the Underwriting Agreement, or
	 	 	 
	  	(viii)	to
    the Company solely in an amount necessary to satisfy tax obligations (withholding or otherwise) in connection with any grant of restricted
    Shares, exercise or vesting of options or warrants to purchase Shares;


 


provided,
in the case of clauses (i)-(vi), that (A) such transfer shall not involve a disposition for value, (B) the transferee agrees in writing
with the Underwriters and the Company to be bound by the terms of this Lock-Up Agreement, and (C) such transfer would not require any
filing under Section 16(a) of the Exchange Act and no such filing is voluntarily made.


 




    	 



     


    




 


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 hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement and
that this Lock-Up Agreement has been duly authorized (if the undersigned is not a natural person) and constitutes the legal, valid and
binding obligation of the undersigned, enforceable in accordance with its terms. Upon request, the undersigned will execute any additional
documents necessary in connection with the enforcement hereof. Any obligations of the undersigned shall be binding upon the successors
and assigns of the undersigned from the date of this Lock-Up Agreement.


 


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.


 


The
undersigned, whether or not participating in the Public Offering, understands that the Underwriters are entering into the Underwriting
Agreement and proceeding with the Public Offering in reliance upon 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, without regard to the conflict
of laws principles thereof. Delivery of a signed copy of this Lock-Up Agreement by facsimile or e-mail/.pdf transmission shall be effective
as the delivery of the original hereof.


 


	 	Very
    truly yours,  
	 	 	 
	 	Signature:	 
	 	 	 
	 	Name
    (printed):	 
	 	 	 
	 	Title
    (if applicable):	 
	 	 	 
	 	Entity
    (if applicable):