LOCK-UP
AGREEMENT

    


    January
__, 2011

    


    BioPower
Operations Corporation

    5379
Lyons Road, Suite 301

    Coconut
Creek, Florida 33073

    


    Re:           Common
Stock of BioPower Operations Corporation

    


    Ladies
and Gentlemen:

    


    The
undersigned is or will be a holder of shares of the Common Stock of BioPower
Operations Corporation, a Nevada corporation (the "Company"), (collectively, the
“Securities”). The undersigned is aware that the Company is seeking to file a
registration statement with the United States Securities and Exchange Commission
to become a public entity under the securities laws and wishes to facilitate the
maintenance of an orderly trading market for the Company’s
securities.

    


    In
consideration of the foregoing, the undersigned hereby irrevocably agrees that
the undersigned will not, without prior written consent of the Company, which
consent may be unreasonably withheld, directly or indirectly, issue, sell,
offer, contract to sell, or make any short sale, pledge, grant any option to
purchase, transfer, assign, hypothecate, distribute or otherwise encumber or
dispose of (whether pursuant to Rule 144 of the General Rules and Regulations
under the Securities Act of 1933, as amended, or otherwise) (any such
transaction, a "Transfer") any of the Securities of the Company currently held
by the undersigned, as described on the signature page hereto, during the period
beginning on the date hereof and ending on the date that is twenty-four months
from the date hereof (the “Lock Up Period”).

    


    Upon
expiration of the Lock Up Period, the undersigned may Transfer no more than five
percent (5%) of the undersigned’s Securities during any calendar week.
Notwithstanding, if the undersigned desires to Transfer any or all of the
undersigned’s Securities (the “Offered Stock”)
subsequent to the Lock Up Period, the undersigned shall first give written
notice (a “Transfer
Notice”) thereof to the Company, identifying the number of shares sought
to be transferred and if applicable, the terms of the proposed transaction
including the proposed transaction date and a copy of any written offer or other
writing setting forth the terms and conditions of the proposed
transaction.  The purchase price for the Offered Stock shall be ninety
percent (90%) of the average closing price for the Company’s Common Stock, as
reported or quoted on its principal exchange or trading market, for the
consecutive five (5) trading days prior to the Transfer Notice (the “Offered Price”). Such
Transfer Notice shall constitute an irrevocable offer by the undersigned to sell
all of the Offered Stock to the Company at the Offered Price and upon the same
terms and conditions as the undersigned is willing to sell the Offered Stock to
a proposed transferee; provided, however, that without
the prior written consent of the Company (which consent shall not be
unreasonably withheld), all Transfers pursuant to this paragraph shall be solely
for cash.  Once given, a Transfer Notice may not be modified or
amended except with the written consent of the Company.  Within the
ten (10) calendar day period following the giving of the Transfer Notice (the
“Offer
Period”), the Company may elect, by giving written notice of such
election to the undersigned, to purchase all but not less than all of the
Offered Stock (“Company
Notice”).  In the event that the Company opts to exercise its
right to purchase the Offered Stock, the Company shall consummate the purchase
within fifteen (15) calendar days of the Company Notice to the undersigned. Any
modification or amendment of a Transfer Notice will be deemed a new Transfer
Notice with respect to the proposed transfer and will restart the Offer
Period.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Notwithstanding
the foregoing, during the Lock-Up Period the undersigned may, without the
consent of the Company, Transfer any Shares, either during his or her lifetime
or on death by will or intestacy, to his or her immediate family or to a trust
or family limited partnership, the beneficiaries of which are exclusively the
undersigned and/or members of his or her immediate family; provided, however, that prior
to any Transfer as described above each such transferee shall execute an
agreement, satisfactory to the Company, pursuant to which each such transferee
shall agree to receive and hold such Securities subject to the provisions
hereof, and there shall be no further transfer except in accordance with the
provisions hereof.  For the purposes of this paragraph, "immediate
family" shall mean spouse, lineal descendant, father, mother, brother or sister
of the transferor.

     

    The
undersigned confirms that he/she understands that the Company will rely on the
representations and covenants set forth in this agreement.  The
undersigned understands that the agreement of the undersigned is irrevocable and
shall be binding on the heirs, legal representatives, successors and assigns of
the undersigned.  The undersigned agrees and consents to the entry of
a legend on the stock certificates or documents evidencing the Securities and
stop transfer instructions with the Company's transfer agent against the
transfer of the Securities except in compliance with this
agreement.

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Dated:
      January __, 2011

                              	 
      	 
      
	 
      	 
      	 
      
	
                                Number
      of and class of

                              	 
      	 
      
	
                                Securities
      Beneficially Owned:

                              	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                                   

                              
	 
      	 
      	

                                Signature

                              
	 
      	 
      	 
      
	 	 	 
	 	 	 
	 	 	 
	 
      	 
      	
                                Print
      Name and
Address

                              


                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
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