Exhibit 10.2


 


LEAK-OUT
AGREEMENT


 


January
31, 2018


 


This
agreement (the “Leak-Out Agreement”) is being delivered to you in connection with an understanding by and between
My Size, Inc., a Delaware corporation (the “Company”), and the person or persons named on the signature pages
hereto (collectively, the “Holder”).


 


Reference
is hereby made to (a) the Securities Purchase Agreement, dated January 31, 2018, by and among the Company and the Holder and certain
other purchasers signatory thereto (the “SPA”) pursuant to which the Holder acquired (i) shares of Common Stock
(“Shares”) and (ii) Warrants to purchase Common Stock (collectively, the “Holder Warrants”
and together with the Shares, the “Securities”) and (b) the registration statement on Form S-3 (File No. 333-222535)
(“Registration Statement”). Capitalized terms not defined herein shall have the meaning as set forth in the
SPA, unless otherwise set forth herein.


 


The
Holder agrees solely with the Company that from the date that the undersigned executes the SPA (the “Effective Date”)
and ending at 4:00 pm (New York City time) on February 13, 2018 (such period, the “Restricted Period”), neither
the Holder, nor any Affiliate (as such term is defined in the Warrants) of such Holder which (x) had or has knowledge of the transactions
contemplated by the SPA, (y) has or shares discretion relating to such Holder’s investments or trading or information concerning
such Holder’s investments, including in respect of the Securities, or (z) is subject to such Holder’s review or input
concerning such Affiliate’s investments or trading (together, the “Holder’s Trading Affiliates”),
collectively, shall sell, dispose or otherwise transfer, directly or indirectly, (including, without limitation, any sales, short
sales, swaps or any derivative transactions that would be equivalent to any sales or short positions) on any Trading Day during
the Restricted Period (any such date, a “Date of Determination”), shares of Common Stock, or shares of Common
Stock underlying any Convertible Securities, held by the Holder on the date hereof, including the Shares and the Warrant Shares
issuable upon exercise of the Holder Warrants (collectively, the “Restricted Securities”), in an amount more
than ___%1 of the trading volume of Common Stock as reported by Bloomberg, LP for the applicable Date of Determination
(“Leak-Out Percentage”); provided, that the foregoing restriction shall not apply to any actual “long”
(as defined in Regulation SHO of the Securities Exchange Act of 1934, as amended) sales by the Holder or any of the Holder’s
Trading Affiliates at a price greater than $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations,
recapitalizations or other similar events occurring after the date hereof).


 


Notwithstanding
anything herein to the contrary, during the Restricted Period, the Holder may, directly or indirectly, sell or transfer all, or
any part, of any Restricted Securities to any Person (an “Assignee”) in a transaction which does not need to
be reported on the consolidated tape on the Principal Market, without complying with (or otherwise limited by) the restrictions
set forth in this Leak-Out Agreement; provided, that as a condition to any such sale or transfer an authorized signatory of the
Company and such Assignee duly execute and deliver a leak-out agreement in the form of this Leak-Out Agreement (an “Assignee
Agreement”, and each such transfer a “Permitted Transfer”) and, subsequent to a Permitted Transfer,
sales of the Holder and the Holder’s Trading Affiliates and all Assignees (other than any such sales that constitute Permitted
Transfers) shall be aggregated for all purposes of this Leak-Out Agreement and all Assignee Agreements.


 


 





 



1
Each Purchaser’s pro-rata portion of 35% if such Purchaser purchases $10,000 or more of shares and warrants


 






     


     


    

 


Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Leak-Out Agreement
must be in writing and shall be given in accordance with the terms of the SPA.


 


This
Leak-Out Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes
all prior negotiations, letters and understandings relating to the subject matter hereof and are fully binding on the parties
hereto.


 


This
Leak-Out Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original,
and all such counterparts shall constitute one and the same instrument. This Leak-Out Agreement may be executed and accepted by
facsimile or PDF signature and any such signature shall be of the same force and effect as an original signature.


 


The
terms of this Leak-Out Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto and their
respective successors and assigns.


 


This
Leak-Out Agreement may not be amended or modified except in writing signed by each of the parties hereto.


 


All
questions concerning the construction, validity, enforcement and interpretation of this Leak-Out Agreement shall be governed by
Section 9 of the SPA.


 


Each
party hereto acknowledges that, in view of the uniqueness of the transactions contemplated by this Leak-Out Agreement, the other
party or parties hereto may not have an adequate remedy at law for money damages in the event that this Leak-Out Agreement has
not been performed in accordance with its terms, and therefore agrees that such other party or parties shall be entitled to seek
specific enforcement of the terms hereof in addition to any other remedy it may seek, at law or in equity.


 


The
obligations of the Holder under this Leak-Out Agreement are several and not joint with the obligations of any other holder of
any of the Securities issued under the SPA (each, an “Other Holder”) or any other holder of any of the Securities
issued under the Registration Statement that is not a signatory to the SPA (each, a “Prospectus Purchaser Other Holder”)
under any other agreement, and the Holder shall not be responsible in any way for the performance of the obligations of any Other
Holder or any Prospectus Purchaser Other Holder under any such other agreement. Nothing contained herein or in this Leak-Out Agreement,
and no action taken by the Holder pursuant hereto, shall be deemed to constitute the Holder and Other Holders or any Prospectus
Purchaser Other Holder as a partnership, an association, a joint venture or any other kind of entity, or create a presumption
that the Holder and the Other Holders or any Prospectus Purchaser Other Holder are in any way acting in concert or as a group
with respect to such obligations or the transactions contemplated by this Leak-Out Agreement and the Company acknowledges that
the Holder and the Other Holders or any Prospectus Purchaser Other Holder are not acting in concert or as a group with respect
to such obligations or the transactions contemplated by this Leak-Out Agreement or any other agreement. The Company and the Holder
confirm that the Holder has independently participated in the negotiation of the transactions contemplated hereby with the advice
of its own counsel and advisors. The Holder shall be entitled to independently protect and enforce its rights, including, without
limitation, the rights arising out of this Leak-Out Agreement, and it shall not be necessary for any Other Holder or any Prospectus
Purchaser Other Holder to be joined as an additional party in any proceeding for such purpose.


 


The
Company hereby represents and warrants as of the date hereof and covenants and agrees from and after the date hereof that none
of the terms offered to any Other Holder or any Prospectus Purchaser Other Holder with respect to any restrictions on the sale
of Securities substantially in the form of this Leak-Out Agreement (or any amendment, modification, waiver or release thereof)
(each a “Settlement Document”), is or will be more favorable to such Other Holder than those of the Holder
and this Leak-Out Agreement. If, and whenever on or after the date hereof, the Company enters into a Settlement Document with
terms that are materially different from this Leak-Out Agreement, then (i) the Company shall provide notice thereof to the Holder
promptly following the occurrence thereof and (ii) the terms and conditions of this Leak-Out Agreement shall be, without any further
action by the Holder or the Company, automatically amended and modified in an economically and legally equivalent manner such
that the Holder shall receive the benefit of the more favorable terms and/or conditions (as the case may be) set forth in such
Settlement Document, provided that upon written notice to the Company at any time the Holder may elect not to accept the benefit
of any such amended or modified term or condition, in which event the term or condition contained in this Leak-Out Agreement shall
apply to the Holder as it was in effect immediately prior to such amendment or modification as if such amendment or modification
never occurred with respect to the Holder. The provisions of this paragraph shall apply similarly and equally to each Settlement
Document.


 


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The
parties hereto have executed this Leak-Out Agreement as of the date first set forth above.


 


	 	Sincerely,
	 	 
	 	MY
    SIZE, INC.
	 	 	 	 
	 	By:	 
	 	 	Name: 	 
	 	 	Title:	 


 


Agreed
to and Acknowledged:


 


	“HOLDER”	 
	 	 
	 	 
	 	 	 	 
	By:	 	 
	 	Name: 	 	 
	 	Title:	 	 


 


 


 


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