Exhibit 10.2


 



 





LOCK-UP AGREEMENT


 


THIS LOCK-UP AGREEMENT
(this “Agreement”) is made and entered into as of [__], 2020 by and among (i) Tenzing Acquisition
Corp. a British Virgin Islands corporation, which will be known after the consummation of the transactions contemplated by
the Merger Agreement (as defined below) as “Reviva Pharmaceuticals Holdings, Inc.” (including any successor entity
thereto, including the Successor after the Conversion (as such terms are defined in the Merger Agreement), the “Purchaser”),
(ii) Tenzing LLC, in the capacity under the Merger Agreement as the Purchaser Representative (including any successor Purchaser
Representative appointed in accordance therewith, the “Purchaser Representative”), and (iii) the undersigned
(“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed
to such term in the Merger Agreement.


 


WHEREAS, on
or about the date hereof, (i) the Purchaser, (ii) Tenzing Merger Subsidiary Inc., a Delaware corporation and a wholly-owned subsidiary
of the Purchaser (“Merger Sub”), (iii) the Purchaser Representative, (iv) Laxminarayan Bhat in the capacity
as the Seller Representative under the Merger Agreement, and (v) Reviva Pharmaceuticals, Inc., a Delaware corporation (the “Company”),
entered into that certain Agreement and Plan of Merger (as amended from time to time in accordance with the terms thereof, the
“Merger Agreement”), pursuant to which Merger Sub will merge with and into the Company, with the Company
continuing as the surviving entity (the “Merger”), and as a result of which, (a) all of the issued and
outstanding capital stock of the Company, immediately prior to the consummation of the Merger (the “Closing”),
shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, in exchange for the right to receive
Stockholder Merger Consideration, subject to the withholding of the Escrow Shares being deposited in the Escrow Account in accordance
with the terms and conditions of the Merger Agreement and the Escrow Agreement and (b) the Company Options and Company Warrants
shall be assumed by Purchaser with the result that such assumed Company Options and Company Warrants shall be replaced with Assumed
Options and Assumed Warrants, respectively, exercisable into shares of Purchaser Common Stock (as equitably adjusted), all upon
the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the applicable provisions of
the of the DGCL;


 


WHEREAS, as
of the date hereof, Holder is a holder of the Company Stock, Company Options and/or Company Warrants in such amounts as set forth
underneath Holder’s name on the signature page hereto; and


 


WHEREAS, pursuant
to the Merger Agreement, and in view of the valuable consideration to be received by Holder thereunder, the parties desire to
enter into this Agreement, pursuant to which the Stockholder Merger Consideration, the Assumed Options and/or the Assumed Warrants
and all Purchaser Common Stock underlying the Assumed Options and the Assumed Warrants, received by Holder in the Merger in exchange
for the Company Stock, Company Options, and/or Company Warrants set forth underneath Holder’s name on the signature page
hereto, including its right to any Escrow Shares and any Earnout Shares that may be issued after the Closing with respect to the
Company Stock, Company Options, and/or Company Warrants set forth underneath Holder’s name on the signature page hereto
in accordance with the Merger Agreement (all such securities, together with any securities paid as dividends or distributions
with respect to such securities or into which such securities are exchanged or converted, the “Restricted Securities”)
shall become subject to limitations on disposition as set forth herein.


 


 NOW, THEREFORE,
in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and intending
to be legally bound hereby, the parties hereby agree as follows:


 


    
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1.            
Lock-Up Provisions.


 


(a)               
Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing
and ending on the earlier of (x) the one (1) year anniversary of the date of the Closing, (y) the date on which the closing price
of the Purchaser Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least
one-hundred fifty (150) days after the Closing, and (z) the date after the Closing on which Purchaser consummates a liquidation,
merger, share exchange or other similar transaction with an unaffiliated third party that results in all of Purchaser’s
stockholders having the right to exchange their equity holdings in Purchaser for cash, securities or other property: (i) lend,
offer, pledge, hypothecate, encumber, donate, assign, 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, directly
or indirectly, any Restricted Securities, (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 the Restricted Securities, or (iii) publicly disclose the intention
to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery
of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii),
a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the
Restricted Securities owned by Holder (other than any Escrow Shares until such Escrow Shares are disbursed to Holder from the
Escrow Account in accordance with the terms and conditions of the Merger Agreement and the Escrow Agreement) (I) by gift, will
or intestate succession upon the death of Holder, (II) to any Permitted Transferee (as defined below) or (III) pursuant to a court
order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union;
provided, however, that in any of cases (I), (II) or (III) it shall be a condition to such transfer that the transferee executes
and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding
the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer
of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted
Transferee” shall mean: (A) the members of Holder’s immediate family (for purposes of this Agreement, “immediate
family” shall mean with respect to any natural person, any of the following: such person’s spouse, the siblings of
such person and his or her spouse, and the direct descendants and ascendants (including adopted and step children and parents)
of such person and his or her spouses and siblings), (B) any trust for the direct or indirect benefit of Holder or the immediate
family of Holder, (C) if Holder is a trust, the trustor or beneficiary of such trust or to the estate of a beneficiary of such
trust, (D) if Holder is an entity, as a distribution to limited partners, shareholders, members of, or owners of similar equity
interests in Holder upon the liquidation and dissolution of Holder, and (E) any affiliate of Holder. Holder further agrees to
execute such agreements as may be reasonably requested by Purchaser or the Purchaser Representative that are consistent with the
foregoing or that are necessary to give further effect thereto.


 


(b)               
Holder further acknowledges and agrees that it shall not be permitted to engage in any Prohibited Transfer with respect
to any Escrow Shares until both the Lock-Up Period has expired and such Escrow Shares have been disbursed to Holder from the Escrow
Account in accordance with the terms and conditions of the Merger Agreement and the Escrow Agreement.


 


(c)               
If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited
Transfer shall be null and void ab initio, and Purchaser shall refuse to recognize any such purported transferee of the Restricted
Securities as one of its equity holders for any purpose. In order to enforce this Section 1, Purchaser may impose
stop-transfer instructions with respect to the Restricted Securities of Holder (and Permitted Transferees and assigns thereof)
until the end of the Lock-Up Period.


 



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(d)               
 During the Lock-Up Period (and with respect to any Escrow Shares, if longer, during the period when such Escrow Shares
are held in the Escrow Account), each certificate evidencing any Restricted Securities shall be stamped or otherwise imprinted
with a legend in substantially the following form, in addition to any other applicable legends:


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [●], 2020, BY
AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”), A CERTAIN REPRESENTATIVE OF THE ISSUER NAMED THEREIN AND THE
ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY
THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”


 


(e)               
For the avoidance of any doubt, Holder shall retain all of its rights as a stockholder of the Purchaser during the Lock-Up
Period, including the right to vote any Restricted Securities, subject to the terms of the Merger Agreement and the Escrow Agreement
with respect to Escrow Shares.


 


(f)                
Promptly upon the expiration of the Lock-up Period (and with respect to any Escrow Shares, if released to Holder after
the expiration of the Lock-Up Period, promptly upon release from the Escrow Account), the Purchaser agrees to take all commercially
reasonable steps necessary to promptly effect the removal of the legend described in Section 1(d) above, and reissue to
Holder, at the Purchaser’s sole expense, a new certificate without the legend.


 


2.            
Miscellaneous.


 


(a)               
Termination of Merger Agreement. This Agreement shall be binding upon Holder upon Holder’s execution and delivery
of this Agreement, but this Agreement shall only become effective upon the Closing. Notwithstanding anything to the contrary contained
herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement
and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.


 


(b)               
Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the
benefit of the parties hereto and their respective permitted successors and assigns. This Agreement and all obligations of Holder
are personal to Holder and may not be transferred or delegated by Holder at any time. The Purchaser may freely assign any or all
of its rights under this Agreement, in whole or in part, to any successor entity (whether by merger, consolidation, equity sale,
asset sale or otherwise) without obtaining the consent or approval of Holder. If the Purchaser Representative is replaced in accordance
with the terms of the Merger Agreement, the replacement Purchaser Representative shall automatically become a party to this Agreement
as if it were the original Purchaser Representative hereunder.


 


(c)               
Third Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection
with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any
person or entity that is not a party hereto or thereto or a successor or permitted assign of such a party.


 



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(d)               
Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement
shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law
principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any
state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”).
Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising
out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by
way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the
above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient
forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced
in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service
of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated
by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable
address set forth in Section 2(g).
Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted
by applicable law.


 


(e)               
WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT
FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 2(e).


 


(f)                
Interpretation. The titles and subtitles used in this Agreement are for convenience only and are not to be considered
in construing or interpreting this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in
this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and
verbs shall include the plural and vice versa; (ii) “including” (and with correlative meaning “include”)
means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each
case to be followed by the words “without limitation”; (iii) the words “herein,” “hereto,”
and “hereby” and other words of similar import shall be deemed in each case to refer to this Agreement as a whole
and not to any particular section or other subdivision of this Agreement; and (iv) the term “or” means “and/or”.


 


(g)               
Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed
to have been duly given when delivered (i) in person, (ii) by facsimile or other electronic means, with affirmative confirmation
of receipt, (iii) one Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or
(iv) three (3) Business Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested,
in each case to the applicable party at the following addresses (or at such other address for a party as shall be specified by
like notice):


 



    4 


     


    

 
	If
                                         to the Purchaser Representative or, at or prior to the Closing, Purchaser, to:
  
 Tenzing
                                         LLC
 250 W. 55th St., Suite 13D
 New York, NY 10019
 Attn: Rahul Nayar
 Telephone
                                         No.: (212) 710-5220
 Email: rnayar@shreecap.com
  
	 	With
                                         a copy (which will not constitute notice) to:
  
 Ellenoff
                                         Grossman & Schole LLP
 1345 Avenue of the Americas, 11th Floor
 New York, New
                                         York 10105
 Attn:    Barry I. Grossman, Esq.
              Matthew
                                         A. Gray, Esq.
 Facsimile No.: (212) 370-7889
 Telephone No.: (212) 370-1300

                                         Email: bigrossman@egsllp.com
             mgray@egsllp.com
  

	If
                                         to the Purchaser after the Closing, to:
  
 Reviva
                                         Pharmaceuticals Holdings, Inc.
 19925 Stevens Creek Blvd., Suite 100
 Cupertino,
                                         CA 95014
 Attn: Laxminarayan Bhat
 Facsimile No.: (408) 904.-6270
 Telephone
                                         No.: (408) 501-8881
 Email: lbhat@revivapharma.com
  
 and
  
 the
                                         Purchaser Representative
  
	 	with
                                         copies (which shall not constitute notice) to:
  
 Lowenstein
                                         Sandler LLP
 One
                                         Lowenstein Drive
 Roseland,
                                         New Jersey 07068
 Attn: Steven M. Skolnick, Esq.
 Facsimile No.: (973) 597-2477

                                         Telephone No.: (973)597-2476
 Email: sskolnick@lowenstein.com
 and
  
 Ellenoff
                                         Grossman & Schole LLP
 1345 Avenue of the Americas, 11th Floor
 New York, New
                                         York 10105
 Attn:   Barry I. Grossman, Esq.
             Matthew
                                         A. Gray, Esq.
 Facsimile No.: (212) 370-7889
 Telephone No.: (212) 370-1300

                                         Email: bigrossman@egsllp.com
             mgray@egsllp.com
  

	If
    to Holder, to:  the address set forth below Holder’s
    name on the signature page to this Agreement.


 


(h)               
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement
may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written
consent of the Purchaser, the Purchaser Representative and Holder. No failure or delay by a party in exercising any right hereunder
shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any
one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.


 



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(i)                
Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction,
such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same
valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any
way be affected or impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in
any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced,
the parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries
out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.


 


(j)                
Specific Performance. Each party acknowledges that its obligations under this Agreement are unique, recognizes and
affirms that in the event of a breach of this Agreement by such party, money damages will be inadequate and the other parties
will have no adequate remedy at law, and agrees that irreparable damage would occur in the event that any of the provisions of
this Agreement were not performed by such party in accordance with their specific terms or were otherwise breached. Accordingly,
each party shall be entitled to an injunction or restraining order to prevent breaches of this Agreement by the other parties
and to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to
prove that money damages would be inadequate, this being in addition to any other right or remedy to which such party may be entitled
under this Agreement, at law or in equity.


 


(k)               
Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties with
respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between
the parties is expressly canceled; provided, that, for the avoidance of doubt, the foregoing shall not affect the
rights and obligations of the parties under the Merger Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing
in this Agreement shall limit any of the rights or remedies of the Purchaser and the Purchaser Representative or any of the obligations
of Holder under any other agreement between Holder and the Purchaser or the Purchaser Representative or any certificate or instrument
executed by Holder in favor of the Purchaser or the Purchaser Representative, and nothing in any other agreement, certificate
or instrument shall limit any of the rights or remedies of the Purchaser or the Purchaser Representative or any of the obligations
of Holder under this Agreement.


 


(l)                
Further Assurances. From time to time, at another party’s request and without further consideration (but at
the requesting party’s reasonable cost and expense), each party shall execute and deliver such additional documents and
take all such further action as may be reasonably necessary to consummate the transactions contemplated by this Agreement.


 


(m)             
Counterparts; Facsimile.  This Agreement may also be executed and delivered by facsimile signature or by email
in portable document format in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.


 


{Remainder of Page Intentionally
Left Blank; Signature Pages Follow}


 



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IN WITNESS WHEREOF,
the parties have executed this Lock-Up Agreement as of the date first written above.


 


	 	Purchaser:
	 	 
	 	TENZING ACQUSITION CORP.



 


 





	 	By:	 
	 	Name:	 
	 	Title:	 



 


 


		
	 	The Purchaser Representative:
	 	
	 	TENZING LLC, solely in the capacity under the

    Merger Agreement as the Purchaser Representative





 


 


		By:	 
	 	Name:	 
	 	Title: 



 


{Additional Signature on the Following
Page}


 


{Signature Page to Lock-Up Agreement} 


 






     


     


    

 





IN WITNESS WHEREOF, the parties
have executed this Lock-Up Agreement as of the date first written above. 


 





	Holder:	 	 
	 	 	 
	Name of Holder:	[                                                                  ]	 
	 	 	 



 


	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 









 


	Number
                                         of Shares and Type of Company Stock, Company Options and/or Company Warrants:





 





	Company Stock:	 	 
	 	 	 
	 	 	 
	Company Options:	 	 
	 	 	 
	 	 	 
	Company Warrants:	 	 
	 	 	 



 


Address for Notice:


 





	Address:	 	 
	 	 	 
	 	 	 
	Facsimile No.:	 	 
	Telephone No.:	 	 
	Email:	 	 



  


{Signature
Page to Lock-Up Agreement}