Exhibit 10.14


 


Form of Lock-Up Agreement


 


 


______, 2021


 


Aegis Capital Corp.


810 Seventh Avenue, 18th Floor New York, NY 10019


 


As Representative of the several Underwriters named on
Schedule 1 to the Underwriting Agreement referenced below


 


Ladies and Gentlemen:


 


The undersigned
understands that Aegis Capital Corp. (the “Representative”), proposes to enter into an Underwriting Agreement (the
“Underwriting Agreement”) with Lytus Technologies Holdings Ptv Ltd., a British Virgin Islands corporation (the “Company”),
providing for the public offering (the “Public Offering”) of common shares, par value $0.01 per share, of the Company
(the “Common Shares”).


 


To induce the
Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior
written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and ending ninety
(90) days after the effective date of the Registration Statement on Form F-1 relating to the Public Offering (the “Lock-Up
Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or
indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, whether now owned
or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition
(collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described
in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or
exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any
offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up
Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities
without the prior written consent of the Representative in connection with (a) transactions relating to Lock-Up Securities acquired
in open market transactions after the completion of the Public Offering; provided that no filing under Section 13 or Section
16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall
be required or shall be voluntarily made in connection with subsequent sales of Lock-Up Securities acquired in such open market
transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member or trust
for the benefit of the undersigned (for purposes of this lock-up agreement, “family member” means any relationship by
blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity or educational
institution; (d) if the undersigned is a corporation, partnership, limited liability company or other business entity, (i) any
transfers of Lock-Up Securities to another corporation, partnership or other business entity that controls, is controlled by or is
under common control with the undersigned or (ii) distributions of Lock-Up Securities to members, partners, stockholders,
subsidiaries or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned; (e)
if the undersigned is a trust, to a trustee or beneficiary of the trust; provided that in the case of any transfer pursuant
to the foregoing clauses (b), (c) (d) or (e), (i) any such transfer shall not involve a disposition for value, (ii) each transferee
shall sign and deliver to the Representative a lock-up agreement substantially in the form of this lock-up agreement and (iii) no
filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily
made during the Lock-Up Period; (f) the receipt by the undersigned from the Company of Common Shares upon the vesting of restricted
stock awards or stock units or upon the exercise of options to purchase the Company’s Common Shares issued under an equity
incentive plan of the Company or an employment arrangement described in the Pricing Prospectus (as defined in the Underwriting
Agreement) (the “Plan Shares”) or the transfer or withholding of Common Shares or any securities convertible into
Common Shares to the Company upon a vesting event of the Company’s securities or upon the exercise of options to purchase the
Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax obligations
of the undersigned in connection with such vesting or exercise, provided that if the undersigned is required to file a report
under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Shares during the
Lock-Up Period, the undersigned shall include a statement in such schedule or report to the effect that the purpose of such transfer
was to cover tax withholding obligations of the undersigned in connection with such vesting or exercise and, provided
further, that the Plan Shares shall be subject to the terms of this lock-up agreement; (g) the transfer of Lock-Up Securities
pursuant to agreements described in the Pricing Prospectus under which the Company has the option to repurchase such securities or a
right of first refusal with respect to the transfer of such securities, provided that if the undersigned is required to file
a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Shares during
the Lock-Up Period, the undersigned shall include a statement in such schedule or report describing the purpose of the transaction;
(h) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Lock-Up Securities, provided
that (i) such plan does not provide for the transfer of Lock-Up Securities during the Lock-Up Period and (ii) to the extent a public
announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the
Company regarding the establishment of such plan, such public announcement or filing shall include a statement to the effect that no
transfer of Lock-Up Securities may be made under such plan during the Lock-Up Period; (i) the transfer of Lock-Up Securities that
occurs by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided
that the transferee agrees to sign and deliver a lock-up agreement substantially in the form of this lock-up agreement for the
balance of the Lock-Up Period, and provided further, that any filing under Section 13 or Section 16(a) of the Exchange Act
that is required to be made during the Lock-Up Period as a result of such transfer shall include a statement that such transfer has
occurred by operation of law; and (j) the transfer of Lock- Up Securities pursuant to a bona fide third party tender offer, merger,
consolidation or other similar transaction made to all holders of the Common Shares involving a change of control (as defined below)
of the Company after the closing of the Public Offering and approved by the Company’s board of directors; provided that
in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Lock-Up Securities owned
by the undersigned shall remain subject to the restrictions contained in this lock-up agreement. For purposes of clause (j) above,
“change of control” shall mean the consummation of any bona fide third party tender offer, merger, amalgamation,
consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of
the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d- 5 of the Exchange Act) of a
majority of total voting power of the voting stock of the Company. 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 undersigned’s Lock-Up
Securities except in compliance with this lock-up agreement.


 






     


     


    

 


If the undersigned
is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any
issuer-directed or “friends and family” securities that the undersigned may purchase in the Public Offering; (ii) the Representative
agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection
with a transfer of Lock-Up Securities, the Representative will notify the Company of the impending release or waiver; and (iii) the Company
has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at
least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder
to any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions
of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration
and (b) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the
duration that such terms remain in effect at the time of such transfer.


 


The undersigned
understands that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation of the Public
Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s
heirs, legal representatives, successors and assigns.


 


The
undersigned understands that, if the Underwriting Agreement is not executed by _________, 2021 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 Common Shares to be sold thereunder, then this lock-up agreement shall be void and of no further force or
effect.


 


Whether or
not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be
made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative.


 


	 	Very truly yours,
	 	 
	 	(Name - Please Print)
	 	 
	 	 
	 	(Signature)
	 	 
	 	 
	 	 
	 	 
	 	(Name of Signatory, in the case of entities - Please Print)
	 	 
	 	 
	 	 
	 	(Title of Signatory, in the
case of entities - Please Print)
	 	 
	 	 
	 	Address: