Exhibit 10.7


 


Fuse Science, Inc. 


 


Lock-Up Agreement


 


March __, 2013


 


Fuse Science, Inc.


6135 NW 167th Street


#E21


Miami Lakes, Florida 33015


 


		Re:	Fuse Science, Inc. – Lock-Up
Agreement



 


Dear Sirs:


 


This Lock-Up Agreement
is being delivered to you in connection with the Securities Purchase Agreement (the "Purchase Agreement"), dated
as of March 4, 2013 (the “Subscription Date”), by and among Fuse Science, Inc., a Nevada corporation
with offices located at 6135 NW 167th Street, #E21, Miami Lakes, Florida 33015 (the "Company") and the investors
party thereto (the "Buyers"), with respect to the issuance of (i) senior convertible notes and senior subordinated
convertible notes which will, among other things, be convertible into shares of the Company's common
stock, par value $0.001 per share (the "Common Stock") and (ii) warrants which will be exercisable to purchase
shares of Common Stock. 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 Buyers to enter into the Purchase Agreement, the undersigned agrees that during the Restricted Period, the undersigned will
not (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 securities of the Company, 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 securities of the Company 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 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 securities of the Company, 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, whether
any such transaction is to be settled by delivery of such securities, in cash or otherwise, (collectively, the "Undersigned’s
Shares").


  



    	 



    	 



    



 


The foregoing restriction
is expressly agreed to preclude 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 and registrar against the transfer of the Undersigned’s Shares except in compliance
with the foregoing restrictions.


 


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
may be executed in two counterparts (including by facsimile or .pdf transmission), 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.


 




    	 



    	 



    

 


 


	 	Very truly yours,
	 	 
	 	 
	 	Exact Name of Shareholder
	 	 
	 	 
	 	Signature





 


Agreed
to and Acknowledged:


 


Fuse
Science, Inc. 


 


	By: 	 	 
	 	Brian Tuffin, Chief Executive Officer