Exhibit 10.15





 


Lock-Up Agreement


For Less Than 10% Shareholders


 


June ____, 2018 


Joseph Stone Capital, LLC


45 Broadway, 2nd Floor


New York, NY 10006


Attention: Cathy Cao


 


Ladies and Gentlemen:


 


This Lock-Up Agreement
(this “Agreement”) is being delivered to Joseph Stone Capital, LLC (the “Underwriter”) in
connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Puhui Wealth Investment
Management Co., Ltd., a Cayman Islands company (the “Company”), and the Underwriter, relating to the proposed
public offering (the “Offering”) of ordinary shares, par value $0.001 per share (the “Ordinary Shares”),
of the Company.


 


In order to induce
the Underwriter to continue its efforts in connection with the Offering, and in light of the benefits that the offering of the
Ordinary Shares will confer upon the undersigned in its capacity as a shareholder and/or an officer, director or employee of the
Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned
agrees with the Underwriter that, during the period beginning on and including the date of this Agreement through and including
the date that is six (6) months after the commencement date of the trading of the Ordinary Shares (the “Lock-Up Period”),
the undersigned will not, without the prior written consent of Underwriter, directly or indirectly, (i) offer, sell, assign, transfer,
pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any shares of Ordinary Shares
now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power
of disposition (including, without limitation, Ordinary Shares which may be deemed to be beneficially owned by the undersigned
in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended, and as the same may be amended
or supplemented on or after the date hereof from time to time (the “Securities Act”) (such shares, the “Beneficially
Owned Shares”) or securities convertible into or exercisable or exchangeable for Ordinary Shares, (ii) enter into any
swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially
Owned Shares or securities convertible into or exercisable or exchangeable for Ordinary 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, or (iii)
engage in any short selling of the Ordinary Shares.


 


If (i) 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 (ii) 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 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 such material news or material event, as applicable, unless the Underwriter waives,
in writing, such extension.


  




     


     


    

  


If the undersigned
is an officer or director of the Company, (i) Underwriter agrees that, at least three business days before the effective date of
any release or waiver of the foregoing restrictions in connection with a transfer of Ordinary Shares, Underwriter will notify the
Company of the impending release or waiver, and (ii) 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 business days before the effective date of the release
or waiver. Any release or waiver granted by Underwriter hereunder to any such officer or director shall only be effective two business
days after the publication date of such press release; provided, that such press release is not a condition to the release of the
aforementioned lock-up provisions due to the expiration of the Lock-Up Period. The provisions of this paragraph will also not apply
if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in
writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in
effect at the time of such transfer.


 


The restrictions set forth in
the immediately preceding paragraph shall not apply to:


 


(1) if the undersigned
is a natural person, any transfers made by the undersigned (a) as a bona fide gift to any member of the immediate family (as
defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s
immediate family, (b) by will or intestate succession upon the death of the undersigned, (c) as a bona fide gift to a
charity or educational institution, or (d) if the undersigned is or was an officer, director or employee of the Company, to the
Company pursuant to the Company’s right of repurchase upon termination of the undersigned’s service with the Company;


 


(2) if the undersigned
is a corporation, partnership, limited liability company or other business entity, any transfers to any shareholder, partner or
member of, or owner of a similar equity interest in, the undersigned, as the case may be, if, in any such case, such transfer is
not for value;


 


(3) if the undersigned
is a corporation, partnership, limited liability company or other business entity, any transfer made by the undersigned (a) in
connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s
capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially
all of the undersigned’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by
this Agreement or (b) to another corporation, partnership, limited liability company or other business entity so long as the transferee
is an affiliate (as defined below) of the undersigned and such transfer is not for value;


 


(4) the exercise by
the undersigned of any stock option(s) issued pursuant to the Company’s existing stock option plans, including any exercise
effected by the delivery of shares of Ordinary Shares of the Company held by the undersigned; provided, that, the Ordinary Shares
received upon such exercise shall remain subject to the restrictions provided for in this Agreement;


 


(5) the exercise by
the undersigned of any warrant(s) issued by the Company prior to the date of this Agreement, including any exercise effected by
the delivery of shares of Ordinary Shares of the Company held by the undersigned; provided, that, the Ordinary Shares received
upon such exercise shall remain subject to the restrictions provided for in this Agreement;


 


(6) the occurrence
after the date hereof of any of (a) an acquisition by an individual or legal entity or “group” (as described in Rule
13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of effective
control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of 100% of the
voting securities of the Company, (b) the Company merges into or consolidates with any other entity, or any entity merges into
or consolidates with the Company, (c) the Company sells or transfers all or substantially all of its assets to another person,
or (d) provided, that, the Ordinary Shares received upon any of the events set forth in clauses (a) through (c) above shall remain
subject to the restrictions provided for in this Agreement;


 




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(7) the Offering; and


 


(8) transfers consented
to, in writing by Underwriter; provided however, that in the case of any transfer described in clause (1), (2)
or (3) above, it shall be a condition to the transfer that the transferee executes and delivers to Underwriter, acting on
behalf of the Underwriter, not later than one business day prior to such transfer, a written agreement, in substantially the form
of this Agreement (it being understood that any references to “immediate family” in the agreement executed by such
transferee shall expressly refer only to the immediate family of the undersigned and not to the immediate family of the transferee)
and otherwise satisfactory in form and substance to Underwriter. In addition, the restrictions set forth herein shall not prevent
the undersigned from entering into a sales plan pursuant to Rule 10b5-1 under the Exchange Act after the date hereof, provided that
(i) a copy of such plan is provided to Underwriter promptly upon entering into the same and (ii) no sales or transfers
may be made under such plan until the Lock-Up Period ends or this Agreement is terminated in accordance with its terms. For purposes
of this paragraph, “immediate family” shall mean a spouse, child, grandchild or other lineal descendant (including
by adoption), father, mother, brother or sister of the undersigned; and “affiliate” shall have the meaning set forth
in Rule 405 under the Securities Act.


 


The undersigned further
agrees that (i) it will not, during the Lock-Up Period, make any demand or request for or exercise any right with respect
to the registration under the Securities Act of any shares of Ordinary Shares or other Beneficially Owned Shares or any securities
convertible into or exercisable or exchangeable for Ordinary Shares or other Beneficially Owned Shares, and (ii) the Company
may, with respect to any Ordinary Shares or other Beneficially Owned Shares or any securities convertible into or exercisable or
exchangeable for Ordinary Shares or other Beneficially Owned Shares owned or held (of record or beneficially) by the undersigned,
cause the transfer agent or other registrar to enter stop transfer instructions and implement stop transfer procedures with respect
to such securities during the Lock-Up Period.


 


The undersigned hereby
represents and warrants that the undersigned has full power and authority to enter into this Agreement and that this Agreement
has been duly authorized (if the undersigned is not a natural person), executed and delivered by the undersigned and is a valid
and binding agreement of the undersigned. This Agreement and all authority herein conferred are irrevocable and shall survive the
death or incapacity of the undersigned (if a natural person) and shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned.


   


This Agreement shall
automatically terminate upon the earliest to occur, if any, of (1) either the Underwriter, on the one hand, or the Company, on
the other hand, advising the other in writing, they have determined not to proceed with the Offering, (2) termination of the Underwriting
Agreement before the sale of any shares of Ordinary Shares, (3) the withdrawal of the Registration Statement, or (4) the Offering
has not closed by the termination date of the Offering or such other date as may be agreed as the final date of the Offering if
the Company and the Underwriter extend the Offering.


 




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This 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.


 


	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:	 
	 	 


 


	# of Ordinary Shares Held by Signatory:	 	 


 




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