Exhibit
10.29


 


FORM OF LOCK-UP AGREEMENT


 


 


November [__], 2014


 


Oppenheimer & Co. Inc.


As Representative of the Several Underwriters


85 Broad Street


New York, New York 10004


 


Re:Public Offering of Energous Corporation


 


Ladies and Gentlemen:


 


The undersigned understands
that you, as representative (the “Representative”) of the several underwriters, propose to enter into an Underwriting
Agreement (the “Underwriting Agreement”) with Energous Corporation (the “Company”), providing
for the public offering (the “Public Offering”) by the several Underwriters named in Schedule I to the
Underwriting Agreement (the “Underwriters”), of shares of the Company’s common stock, par value $0.00001
per share (the “Common Stock”).


 


In consideration of
the Underwriters’ agreement to enter into the Underwriting Agreement and to proceed with the Public Offering, and for other
good and valuable consideration, the receipt of which is hereby acknowledged, the undersigned hereby agrees for the benefit of
the Company, you and the other Underwriters that, without the prior written consent of the Representative on behalf of the Underwriters,
the undersigned will not, during the period ending 90 days (the “Lock-Up Period”) after the date of the final
prospectus relating to the Public Offering (the “Prospectus”), directly or indirectly (1) offer, pledge, assign,
encumber, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, any shares of Common
Stock or any securities convertible into or exercisable or exchangeable for Common Stock owned either of record or beneficially
(as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by the undersigned on the
date hereof or hereafter acquired, or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the
economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to
be settled by delivery of Common Stock or such other securities, in cash or otherwise, or publicly announce an intention to do
any of the foregoing. In addition, the undersigned agrees that, without the prior written consent of the Representative on behalf
of the Underwriters, the undersigned will not, during the period ending 90 days after the date of the Prospectus, make any demand
for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable
or exchangeable for Common Stock. Notwithstanding the foregoing, the undersigned may (i) transfer any Common Stock or any
securities convertible into or exchangeable or exercisable for Common Stock as a bona fide gift or gifts, or by will or
intestacy, 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 or to a


 




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charity or educational institution; provided,
however, that it shall be a condition to the transfer that (A) the transferee executes and delivers to the Representative
not later than one business day prior to such transfer, a written agreement, in substantially the form of this letter agreement
and otherwise satisfactory in form and substance to the Representative, and (B) if the undersigned is required to file a report
under Section 16(a) of the Securities Exchange Act of 1934, as amended, reporting a reduction in beneficial ownership of Common
Stock or any securities convertible into or exercisable or exchangeable for Common Stock by the undersigned during the Lock-Up
Period, the undersigned shall include a statement in such report to the effect that such transfer or distribution is not a transfer
for value and that such transfer is being made as a gift or by will or intestacy, as the case may be or (ii) exercise or convert
currently outstanding warrants, options and convertible debentures, as applicable, and exercise options under an acceptable stock
option plan, so long as the undersigned agrees that the shares of Common Stock received from any such exercise or conversion will
be subject to this letter agreement. 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.


 


In furtherance of
the foregoing, the Company and any duly appointed transfer agent for the registration or transfer of the securities of the Company
subject to this letter agreement are hereby authorized to decline to make any transfer of securities if such transfer would constitute
a violation or breach of this letter agreement.


 


The undersigned hereby
represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein
conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the parent, successors, assigns,
heirs or personal representatives of the undersigned.


 


The undersigned understands
that, if (1) the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated
prior to payment for and delivery of the Common Stock to be sold thereunder, (2) the Company submits or files and later withdraws
the Registration Statement relating to the Public Offering, or (3) the Representative, on the one hand, or the Company, on the
other hand, informs the other, prior to the execution of the Underwriting Agreement, that it has determined not to proceed with
the Public Offering, the undersigned shall be released immediately from all obligations under this letter agreement.


 


The undersigned, whether
or not participating in the Public Offering, understands that the Underwriters are entering into the Underwriting Agreement and
proceeding with the Public Offering in reliance upon this letter agreement.


 


[Signature Page Follows]


 




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This letter 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. Delivery of a signed copy of this letter agreement by facsimile or e-mail/.pdf transmission shall be effective
as delivery of the original hereof.


 


 


 


Very truly yours,


 


 


 


_______________________________


Name:


 


 


 


By: _______________________


Name:


Title: