Exhibit 10.3


 


Form of Lock-Up Agreement


 


January __, 2018


Roth Capital Partners, LLC


888 San Clemente Drive


Newport Beach, CA 92660


 


Ladies and Gentlemen:


 


The undersigned understands
that you, as Placement Agent, has entered into, or proposes to enter into the Placement Agency Agreement (the “Placement
Agency Agreement”) with My Size, Inc., a Delaware corporation (the “Company”), providing for the offering
(the “Offering”) of shares (the “Shares”) of common stock, par value $0.001 per share (the
“Common Stock”), of the Company and common warrants to purchase Common Stock (the “Common Warrants”,
and together with the Shares, the “Securities”). Capitalized terms used herein and not otherwise defined shall
have the meanings set forth in the Placement Agency Agreement.


 


In consideration of the
foregoing, and in order to induce you to participate the Offering, and for other good and valuable consideration receipt of which
is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Placement Agent (which consent
may be withheld in its sole discretion), the undersigned will not, during the period (the “Lock-Up Period”)
beginning on the date hereof and ending on the earlier of (i) March 31, 2018 and (ii) the date that the Company files its Annual
Report on Form 10-K for the fiscal-year ended December 31, 2017, (1) offer, pledge, 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, directly or indirectly, or file (or participate in the filing of) a registration
statement with the Securities and Exchange Commission in respect of, any shares of Common Stock or any securities convertible into
or exercisable or exchangeable for shares of Common Stock (including without limitation, shares of Common Stock which may be deemed
to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission
and securities which may be issued upon exercise of a stock option or warrant), (2) enter into any swap or other agreement that
transfers, in whole or in part, any of the economic consequences of ownership of the shares of, whether any such transaction described
in clause (1) or (2) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise,
(3) 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 shares of Common Stock, or (4) publicly announce an intention to effect any transaction
specific in clause (1), (2) or (3) above.


 






     


     


    

 


Notwithstanding the foregoing,
the restrictions set forth in clause (1) and (2) above shall not apply to (a) transfers (i) as a bona fide gift or gifts, provided
that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust for the direct
or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees
to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition
for value, or (iii) with your prior written consent, (b) the acquisition or exercise of any stock option issued pursuant to the
Company’s existing stock option plan, including any exercise effected by the delivery of shares of Common Stock of the Company
held by the undersigned, (c) the purchase or sale of the Company’s securities pursuant to a plan, contract or instruction
that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) that was in effect prior to the date hereof, and (d) the sale
of shares to the Company for purposes of satisfying the undersigned’s tax obligations upon vesting of awards issued under
the Company’s incentive plans. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship
by blood, marriage or adoption, not more remote than first cousin.


 


The foregoing restrictions
are expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or reasonably
expected to lead to or result in a sale or disposition of shares of Common Stock even if such securities would be disposed of by
someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale
or any purchase, sale or grant of any right (including without limitation any put option or put equivalent position or call option
or call equivalent position) with respect to any of the shares of Common Stock or with respect to any security that includes, relates
to, or derives any significant part of its value from such shares.


 


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


 


The undersigned also agrees
and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar or depositary against
the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions.


 


The undersigned understands
that, if the Placement Agency Agreement does not become effective, or if the Placement Agency Agreement (other than the provisions
thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold
thereunder, or if the Closing Date has not occurred on or before February __, 2018, the undersigned shall be released from all
obligations under this Lock-Up Agreement.


 


This Lock-Up 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.


 


	 	Very truly yours,
	 	 
	 	 
	 	Name: