LOCK-UP
AGREEMENT


 


October
24, 2014


 


Each
Purchaser referenced below:


 


	 	Re:	Share
    Exchange Agreement, dated as of October 24, 2014 (the “Exchange Agreement”), between BioPower Operations
    Corporation, a Nevada corporation (the “Company”) and the exchangor signatories thereto (each, a “Exchangor”
    and, collectively, the “Exchangors”)


 


Gentlemen:


 


Defined
terms not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings set forth
in the Purchase Agreement. Pursuant to Section 2.2 of the Purchase Agreement and in satisfaction of a condition of the Company’s
obligations under the Purchase Agreement, the undersigned irrevocably agrees with the Company that, from the date hereof until
twenty-four (24) months subsequent to the Closing (such period, the “Restriction Period”), the undersigned
will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed
to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition
due to cash settlement or otherwise) by the undersigned or any Affiliate of the undersigned or any person in privity with the
undersigned or any Affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing)
of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate
or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any shares of common
stock or common stock equivalents beneficially owned, held or hereafter acquired by the undersigned (the “Securities”).



 


Notwithstanding
the foregoing, the undersigned may transfer the Securities he owns (i) as a bona fide gift or gifts, provided that the
donee or donees thereof agree to be bound in writing by the restrictions set forth herein or (ii) to any trust for the direct
or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees
to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition
for value. For purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, marriage
or adoption, not more remote than first cousin. Beneficial ownership shall be calculated in accordance with Section 13(d) of the
Exchange Act. In order to enforce this covenant, the Company shall impose irrevocable stop-transfer instructions preventing the
Transfer Agent from effecting any actions in violation of this Letter Agreement.


 


The
undersigned acknowledges that the execution, delivery and performance of this Letter Agreement is a material inducement to each
Purchaser to complete the transactions contemplated by the Purchase Agreement and that each Purchaser (which shall be a third
party beneficiary of this Letter Agreement) and the Company shall be entitled to specific performance of the undersigned’s
obligations hereunder. The undersigned hereby represents that the undersigned has the power and authority to execute, deliver
and perform this Letter Agreement, that the undersigned has received adequate consideration therefor and that the undersigned
will indirectly benefit from the closing of the transactions contemplated by the Purchase Agreement.


 




    	 



    	 



    


 


This
Letter Agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company, each
Purchaser and the undersigned. This Letter Agreement shall be construed and enforced in accordance with the laws of the State
of Florida without regard to the principles of conflict of laws. The undersigned hereby irrevocably submits to the exclusive jurisdiction
of the United States District Court sitting in the Southern District of Florida and the Broward County, Florida Circuit Court
for the purposes of any suit, action or proceeding arising out of or relating to this Letter Agreement, and hereby waives, and
agrees not to assert in any such suit, action or proceeding, any claim that (i) it is not personally subject to the jurisdiction
of such court, (ii) the suit, action or proceeding is brought in an inconvenient forum, or (iii) the venue of the suit, action
or proceeding is improper.


 


The
undersigned hereby irrevocably waives personal service of process and consents to process being served in any such suit, action
or proceeding by receiving a copy thereof sent to the Company at the address in effect for notices to it under the Purchase Agreement
and agrees that such service shall constitute good and sufficient service of process and notice thereof. The undersigned hereby
waives any right to a trial by jury. Nothing contained herein shall be deemed to limit in any way any right to serve process in
any manner permitted by law. The undersigned agrees and understands that this Letter Agreement does not intend to create any relationship
between the undersigned and each Purchaser and that each Purchaser is not entitled to cast any votes on the matters herein contemplated
and that no issuance or sale of the Securities is created or intended by virtue of this Letter Agreement.


 


By
its signature below, the Transfer Agent hereby acknowledges and agrees that, in respect of this Letter Agreement, it has placed
an irrevocable stop transfer instruction on all Securities beneficially owned by the undersigned until the end of the Restriction
Period.


 


This
Letter Agreement shall be binding on successors and assigns of the undersigned with respect to the Securities and any such successor
or assign shall enter into a similar agreement for the benefit of the Purchasers. Further, by its signature below, the Company
shall cause any future officers and directors appointed after the date hereof (other than any Board Appointee (as defined in the
Purchase Agreement)) to execute a lock-up agreement on substantially the terms hereunder.


 


***
SIGNATURE PAGE FOLLOWS ***


 




    	2



    	 



    


 


This
Letter Agreement may be executed in two or more counterparts, all of which when taken together may be considered one and the same
agreement.


 


	 	 
	Signature	 
	 	 
	 	 
	Print Name	 
	 	 
	 	 
	Position in Company	 
	 	 
	Address for Notice:	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	Number of shares of Common Stock	 
	 	 


 


Number
of shares of Common Stock underlying subject to warrants, options, debentures or other convertible securities


 


By
signing below, the Company agrees to enforce the restrictions on transfer set forth in this Letter Agreement.


 


	BIOPOWER OPERATIONS CORPORATION	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 



    	3