Exhibit 10.4


 


AGM Group Holdings Inc.


 


December __, 2021


 


VStock Transfer, LLC


18 Lafayette Place


Woodmere, New York 11598


Attn: Seth Farbman


 


		Re:	AGM Group Holdings Inc. - Lock-Up Agreement



 


Dear Sirs:


 


This Lock-Up Agreement is
being delivered to you in connection with (a) that certain Securities Purchase Agreement (the “Purchase Agreement”),
dated as of December 9, 2021 by and among AGM Group Holdings Inc., a AGM Group Holdings Inc., a British Virgin Islands company (the “Company”)
and the investors party thereto (the “Purchasers”), with respect to the issuance of (i) Shares (as defined in the Purchase
Agreement), and (ii) Warrants (as defined in the Purchase Agreement. Capitalized terms used herein and not otherwise defined herein shall
have the respective meanings set forth in the Purchase Agreement.


 


In order to induce the Purchasers
to enter into the Purchase Agreement, the undersigned agrees that during the period commencing on the date hereof and ending on the one
hundred and twenty calendar day anniversary of the Closing Date (the “Lock-Up Period”), the undersigned will not, and
will cause all affiliates (as defined in Rule 144 promulgated under the Securities Act of 1933, as amended) of the undersigned or any
person in privity with the undersigned or any affiliate of the undersigned not to, (i) sell, offer to sell, contract or agree to sell,
hypothecate, pledge, grant any option to purchase, make any short sale or otherwise dispose of or agree to dispose of, directly or indirectly,
any Ordinary Shares or Ordinary Share Equivalents, or establish or increase a put equivalent position or liquidate or decrease a call
equivalent position within the meaning of Section 16 of the Securities and Exchange Act of 1934, as amended and the rules and regulations
of the Securities and Exchange Commission promulgated thereunder with respect to any Ordinary Shares or Ordinary Share Equivalents owned
directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within
the rules and regulations of the Securities and Exchange Commission (collectively, the “Undersigned's Shares”), or
(ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of any of the Undersigned's Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of
Ordinary Shares or other securities, in cash or otherwise, (3) make any demand for or exercise any right or cause to be filed a registration
statement, including any amendments thereto, with respect to the registration of any Ordinary Shares or Ordinary Share Equivalents or
(4) publicly disclose the intention to do any of the foregoing.


 


The foregoing restriction
is expressly agreed to preclude the undersigned, and any affiliate of the undersigned and any person in privity with the undersigned or
any affiliate of the undersigned, from engaging in any hedging or other transaction which is designed to or which reasonably could be
expected to lead to or result in a sale or disposition of the Undersigned's Shares even if the Undersigned's Shares would be disposed
of by someone other than the undersigned. Such prohibited hedging or other transactions would include, without limitation, any short sale
or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the Undersigned's
Shares or with respect to any security that includes, relates to, or derives any significant part of its value from the Undersigned's
Shares.


 






     


    


    

 


Notwithstanding the foregoing,
the undersigned may transfer the Undersigned’s Shares (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 Lock-Up Agreement,
“immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. The undersigned
now has, and, except as contemplated by clauses (i) and (ii) above, for the duration of this Lock-Up Agreement will have, good and marketable
title to the Undersigned’s Shares, free and clear of all liens, encumbrances, and claims whatsoever. The undersigned also agrees
and consents to the entry of stop transfer instructions with the Company's transfer agent (the “Transfer Agent”) and
registrar against the transfer of the Undersigned's Shares except in compliance with the foregoing restrictions.


 


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 Lock-Up Agreement.


 


The undersigned acknowledges
that the execution, delivery and performance of this Lock-Up Agreement is a material inducement to each Purchaser to complete the transactions
contemplated by the Purchase Agreement and that 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 Lock-Up
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.


 


The undersigned understands
and agrees that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned's heirs, legal representatives, successors,
and assigns.


 


This Lock-Up Agreement is
intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor
may any provision hereof be enforced by, any other person other than VStock Transfer, LLC.


 


This Lock-Up Agreement may
be executed in two counterparts, each of which shall be deemed an original but both of which shall be considered one and the same instrument.


 


This Lock-Up Agreement will
be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflicting
provision or rule (whether of the State of New York, or any other jurisdiction) that would cause the laws of any jurisdiction other than
the State of New York to be applied. In furtherance of the foregoing, the internal laws of the State of New York will control the interpretation
and construction of this Lock-Up Agreement, even if under such jurisdiction's choice of law or conflict of law analysis, the substantive
law of some other jurisdiction would ordinarily apply.


 


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	 	Very truly yours,
	 	 	 
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	Agreed to and Acknowledged:	 
	 	 	 
	AGM GROUP HOLDINGS INC.	 
	 	 	 
	By:	 	 
	 	Name:  	 
	 	Title: 	 



 


 


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