LOCK-UP WAIVER AGREEMENT

Exhibit 10.2

LOCK-UP WAIVER

AGREEMENT

This Lock-Up Waiver Agreement, effective as of March 7, 2024 (this “Waiver”), is by and among MultiSensor AI Holdings, Inc., a Delaware corporation (f/k/a Infrared Cameras Holdings, Inc., the “Company”), and the other signatory parties listed in the signature blocks set forth below.

Reference is hereby made to that certain Lock-Up Agreement, dated as of December 19, 2023 (as it may be amended or amended and restated from time to time, the “Lock-Up Agreement”), by and among the Company, SportsMap, LLC, and the other “Securityholders” (as defined in the Lock-Up Agreement). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Lock-Up Agreement.

WHEREAS, the Company desires to remove the Transfer restrictions, as imposed by Section 1 of the Lock-Up Agreement, on the Lock-Up Shares presented in Exhibit A hereto, as of the date of this Waiver; and

WHEREAS, this Waiver is being entered into by and among the Company and the Securityholders holding a majority of the Lock-Up Shares, pursuant to Section 5 of the Lock-Up Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agree as follows:

1. The restrictions on Transfer of the Lock-Up Shares pursuant to Section 1 of the Lock-Up Agreement are hereby waived by the Company as of the date of this Waiver.

2. All other terms and conditions of the Lock-Up Agreement, that are not expressly waived or amended in this Waiver shall remain unmodified and in full force and effect.

[Signature Pages Follow]

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

	MULTISENSOR AI HOLDINGS, INC.
	By:	/s/ Xxxx Xxxxxxx
	Name: Xxxx Xxxxxxx
	Title: Chief Executive Officer

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

	Securityholder:
	SportsMap, LLC
	By:	/s/ Xxxxx Xxx
	Name: Xxxxx Xxx
	Title: Manager

Exhibit A

Securityholders		Locked-Up Shares
Xxx X Xxxxxxx			60,000
Xxxx Xxxxxxx			10,000
Xxxxx Xxxxxxx			10,000
Xxxxx Xxxxxxx			10,000
Xxxx Holdings LP			10,000
Horn Management, LLC			5,000
Creekside 1 Holdings, LLC			50,000
Xxxxxxx Xxxx Xxxx, Xx.			5,000
Xxxx Xxxxx Xxxxxxx Estate Trust			6,000
Xxxx Xxxxxxx			10,000
Xxxxxx Xxxxxxx			30,000
Xxxxx X. Xxxxxxxx Trustee THE AMG TRUST ESTABLISHED 01/23/2007			27,122
Xxxxxxx X. Xxxxx			51,203
Xxxxx Xxxx LLC			54,273
CR Financial Holdings, Inc			162,750
Xxxxxxx Day			18,286
Xxxxx Xxxx			34,744
Xxxxx Xxxxxx			63,089
Xxxxx Xxxxxx			51,203
Xxxxxxx X. Xxxxxxxx III			51,203
Xxxxxx Xxxx Xxxxxxxxx			10,971
Xxxx Xxxxxx			85,814
Xxxxx Xxxxxxx			34,744
Sportsmap LLC			1,272,344
Total			2,123,746