EX-10.2 4 oss-ex10_2.htm EX-10.2

LOCK-UP LETTER AGREEMENT

A.G.P./Alliance Global Partners

Roth Capital Partners, LLC

c/o A.G.P./Alliance Global Partners

590 Madison Ave., 28 th Floor

New York, NY 10022

c/o Roth Capital Partners, LLC

888 San Clemente Drive, Suite 400

Newport Beach, CA 92660

RE: Securities Purchase Agreement, dated as of September [__], 2025 (the “Purchase Agreement”), between One Stop Systems, Inc. (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)

Ladies and Gentlemen:

Defined terms not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings set forth in the Purchase Agreement. Pursuant to Section 2.2(a) of the Purchase Agreement and in satisfaction of a condition of the Company’s obligations under the Purchase Agreement, the undersigned irrevocably agrees with the Company that, from the date hereof until ninety (90) days after the Closing Date (such period, the “Restriction Period”) the undersigned will not offer, sell, contract to sell, hypothecate, pledge, 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 (or enter into any swap or any other agreement or any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any Affiliate of the undersigned or any person in privity with the undersigned or any Affiliate of the undersigned), directly or indirectly, 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 Exchange Act of 1934, as amended (the “Exchange Act”), with respect to any shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) or securities convertible, exchangeable or exercisable into, shares of Common Stock of the Company beneficially owned, held or hereafter acquired by the undersigned (the “Securities”). Beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act.

Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Securities provided that (1) the Company receives a signed lock-up letter agreement (in the form of this Letter Agreement) for the balance of the Restriction Period from each donee, trustee, distributee, or transferee, as the case may be, prior to such transfer, (2) any such transfer shall not involve a disposition for value, (3) except for clause (i) below, such transfer is not

IF = IF 1 = DOCPROPERTY "CUS_DocIDEndAdjustedPageNumber"2 1 00 * IF COMPARE SECTION 1 = DOCPROPERTY "CUS_DocIDEndSectionNumber"20 = 1 1 000 = 1 DOCPROPERTY "CUS_DocIDChunk0"62174543

required to be reported with the Securities and Exchange Commission in accordance with the Exchange Act and no report of such transfer shall be made voluntarily, and (4) neither the undersigned nor any donee, trustee, distributee or transferee, as the case may be, otherwise voluntarily effects any public filing or report regarding such transfers, with respect to transfer:

| i) | as a bona fide gift or gifts, provided that if any filing under the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of Common Stock in connection with such transfer or distribution shall be legally required during the Restriction Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer;

| ii) | to any immediate family member or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin);

| iii) | to any corporation, partnership, limited liability company, or other business entity all of the equity holders of which consist of the undersigned and/or the immediate family of the undersigned;

| iv) | if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (a) to another corporation, partnership, limited liability company, trust or other business entity that is an Affiliate of the undersigned or (b) in the form of a distribution to limited partners, limited liability company members or shareholders of the undersigned;

| v) | if the undersigned is a trust, to the beneficiary of such trust;

| vi) | by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned; or

| vii) | of securities purchased in open market transactions after the Closing Date.

In addition, notwithstanding the foregoing, this Letter Agreement shall not restrict the delivery of shares of Common Stock to the undersigned upon (i) the exercise of any options granted under any employee benefit plan of the Company; provided that any shares of Common Stock or Securities acquired in connection with any such exercise will be subject to the restrictions set forth in this Letter Agreement, (ii) the exercise of warrants or any other security convertible into or exercisable for Common Stock or (iii) the vesting and settlement of restricted stock units pursuant to the Company’s stock option/incentive plans; provided that such shares of Common Stock delivered to the undersigned in connection with such exercise, conversion or vesting are subject to the restrictions set forth in this Letter Agreement.

IF = IF 2 = DOCPROPERTY "CUS_DocIDEndAdjustedPageNumber"2 1 01 * IF COMPARE SECTION 1 = DOCPROPERTY "CUS_DocIDEndSectionNumber"20 = 1 1 000 = 1 DOCPROPERTY "CUS_DocIDChunk0"62174543

Furthermore, the undersigned may enter into any new plan established in compliance with Rule 10b5-1 of the Exchange Act; provided that (i) any public announcement or filing under the Exchange Act made by any person regarding the establishment of such plan during the Restriction Period shall include a statement that the undersigned is not permitted to transfer, sell or otherwise dispose of securities under such plan during the Restriction Period in contravention of this Letter Agreement and (ii) no sale or transfer of Common Stock is made pursuant to such plan during the Restriction Period.

The undersigned acknowledges that the execution, delivery and performance of this Letter Agreement is a material inducement to the Company to complete the transactions contemplated by the Purchase Agreement and 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 Letter 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.

This Letter Agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company and the undersigned. This Letter Agreement shall be construed and enforced in accordance with the laws of the State of New York without regard to the principles of conflict of laws. The undersigned hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York located in Manhattan, for the purposes of any suit, action or proceeding arising out of or relating to this Letter Agreement, and hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that (i) it is not personally subject to the jurisdiction of such court, (ii) the suit, action or proceeding is brought in an inconvenient forum, or (iii) the venue of the suit, action or proceeding is improper. The undersigned hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by receiving a copy thereof sent to the Company at the address in effect for notices to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. The undersigned hereby waives any right to a trial by jury. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The undersigned agrees and understands that this Letter Agreement does not intend to create any relationship between the undersigned and any Purchaser and that no Purchaser is entitled to cast any votes on the matters herein contemplated and that no issuance or sale of the Securities is created or intended by virtue of this Letter Agreement.

This Letter Agreement shall be binding on successors and assigns of the undersigned with respect to the Securities and any such successor or assign shall enter into a similar agreement for the benefit of the Company. This Letter Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

IF = IF 3 = DOCPROPERTY "CUS_DocIDEndAdjustedPageNumber"2 1 01 * IF COMPARE SECTION 1 = DOCPROPERTY "CUS_DocIDEndSectionNumber"20 = 1 1 000 = 1 DOCPROPERTY "CUS_DocIDChunk0"62174543

[Signature Page Follows]

IF = IF 4 = DOCPROPERTY "CUS_DocIDEndAdjustedPageNumber"2 1 01 * IF COMPARE SECTION 1 = DOCPROPERTY "CUS_DocIDEndSectionNumber"20 = 1 1 000 = 1 DOCPROPERTY "CUS_DocIDChunk0"62174543

Very truly yours,

_________________________

Signature

__________________________

Print Name

[Lockup Signature page – One Stop Systems, Inc.]

IF = IF 1 = DOCPROPERTY "CUS_DocIDEndAdjustedPageNumber"2 1 00 * IF COMPARE SECTION 2 = DOCPROPERTY "CUS_DocIDEndSectionNumber"21 = 1 1 010 = 1 DOCPROPERTY "CUS_DocIDChunk0"62174543

By signing below, the Company agrees to enforce the restriction on transfer set forth in this Letter Agreement.

One Stop Systems, Inc.

By: _____________________

Name:

Title:

[Lockup Signature page – One Stop Systems, Inc.]

IF = IF 2 = DOCPROPERTY "CUS_DocIDEndAdjustedPageNumber"2 1 00 * IF COMPARE SECTION 2 = DOCPROPERTY "CUS_DocIDEndSectionNumber"21 = 1 1 010 = 1 DOCPROPERTY "CUS_DocIDChunk0"62174543