Exhibit
10.12


 


ANNEX
II


 


FORM
OF LOCK-UP AGREEMENT


 


_______,
2017


 


ViewTrade
Securities, Inc.


7280
W Palmetto Park Road, Suite 310


Boca
Raton, FL 33433


 


Re:
Initial Public Offering of TDH Holdings, Inc.


 


Ladies
and Gentlemen:


 


The
undersigned, a holder of common shares, par value $0.001 per share (“Common Share”), or rights to acquire Common
Shares, of TDH Holdings, Inc. (the “Company”), understands that you are the representative (the “Representative”)
of the several underwriters (collectively, the “Underwriters”) named or to be named in the final form of Schedule
A 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 Common Shares (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 for them 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 or transfer (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” (in each case within the meaning of Section 16 of the Securities Exchange Act of 1934 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.  It is understood that nothing in this agreement will prevent
the undersigned from exercising any stock option, warrant, or other security convertible into shares of Common Share. As
used herein, the term “Relevant Security” means any Common Share, or any other security of the Company or any
other entity that includes or is convertible into, or exercisable or exchangeable for, Common Stock or any other equity security
of the Company, in each case owned beneficially or otherwise by the undersigned on the date set forth on the front cover of the
final prospectus used in connection with the Public Offering of the Securities (the “Effective Date”) or acquired
by the undersigned during the Lock-Up Period.


 


The
Lock-Up Period will commence on the date of this Lock-Up Agreement and continue and include the date _ (_) days after the Effective
Date.


 


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 cause the record owner 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.


 






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


 


		(i)	as
    a bona fide gift or gifts,


 


	 	(ii)	to
    any trust for the direct or indirect benefit of the undersigned or a member of 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) of the undersigned, (2) to limited partners, limited liability company members
    or stockholders of 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, or


 


	 	(vii)	pursuant
    to the Underwriting Agreement,


 


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 Florida, 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.


 


[Signature
page]


 






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Signature
page to the Form of Lock-up Agreement


 


	 	Signature:	 
	 	Name (printed):
	 	Title (if applicable):
	 	Entity (if applicable):


 


 


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