Exhibit 10.6


 


Lock-up Agreement


 


July 31, 2021


 


Wall Street Acquisitions Corp





4440 S. Piedras Dr., Suite 136 


San Antonio, TX 78228


 


Re: Proposed Public
Offering by Wall Street Acquisitions Corp 


 


Ladies and Gentlemen:


 


On this July 30, 2021, the undersigned, stockholders and
directors or officers of Wall Street Acquisitions Corp, a Delaware corporation, (the Company”) understand that
the Company intends to engage in the public offering of the shares of the Company (the “Securities Offering”)
through self-underwriting or distribution by officers of the Company pursuant to Rule 3a4-1 under the Securities Exchange Act of
1934.


 


Subject to the termination provisions of the Registration
Statement of the Securities Offering and in recognition of the benefit that the Securities Offering will confer upon the undersigned,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned and
for 548 days [18 months] or as may be extended for another 90 days (herein the “Lock-Up Period”) agrees not to directly
or indirectly (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any securities of the Company (including
the issuance of shares of Securities upon the exercise of options) (collectively, the “Lock-Up Securities”),
whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the
power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with
respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole
or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction
described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash
or otherwise.


 


Notwithstanding
the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities under the following conditions
or for the following purposes:


 


(1)      as a bona fide
gift or gifts; or


 


(2)      to any trust or
other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned
(for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or
adoption, not more remote than first cousin); or


 


(3)    by will, other
testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family
of the undersigned;


 


(4)      by operation of
law pursuant to a qualified domestic order or in connection with a divorce settlement.; or


 






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Notwithstanding the
foregoing, if:


 


(1)     during the last
17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company
occurs; or


 


(2)     prior to the expiration
of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material
event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this lock-up
agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or
the occurrence of the material news or material event, as applicable, unless waived by the Parties to this Agreement waives, in
writing, such extension.


 







The undersigned
hereby acknowledges and agrees that written notice of any extension of the Lock-Up Period pursuant to the previous paragraph will
be delivered to the Company and that any such notice properly delivered will be deemed to have been given to, and received by,
the undersigned. The undersigned further 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 of this lock-up agreement to and including the 34th day
following the expiration of the Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction
or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as may have been
extended pursuant to the previous paragraph) has expired.


 


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 Lock-Up Securities except in compliance with the foregoing restrictions.


 


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.


 


Wall Street Acquisitions Corp


 





	/s/
Jimmy Ramirez	 
	Jimmy Ramirez	 
	President for
Wall Street Acquisitions Corp	 
	 	 
	/s/ Jimmy Ramirez	 
	Jimmy Ramirez	 
	As Individual
Party	 
	 	 
	/s/ Franklin
Ogele	 
	Franklin Ogele	 
	As Individual
Party	 








 


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