Exhibit
10.35


 


LEAK-OUT
AGREEMENT


 


 May
31,  2022


 


This
agreement (the “Leak-Out Agreement”) is being delivered to you in connection with an understanding by and between
Connexa Sports Technologies Inc., formerly Slinger Bag Inc. (the “Company”), and [NOTEHOLDER] (the “Holder”).


 


Reference
is hereby made to certain Securities Purchase Agreement, dated August 6, 2021, as amended on December 31, 2021 (the “SPA”),
by and among the Company and [NAME], in connection with the a private placement offering of the Company pursuant to which the Company
received $[AMOUNT] and in exchange issued to the Holder (i) 8% Senior Convertible Note in the principal amount of $[AMOUNT], as replaced
by a replacement note on December 31, 2021 (the “Notes”), and (ii) a common stock warrant to purchase up to [AMOUNT]
shares of Common Stock of the Company, (the “Warrants,” and together with the Notes, the “Securities”).
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: (I) from the date hereof and ending at 5:00 pm (New York City time) on [MONTH/DAY], 20221
(such time period, the “Lock-Up Period”), neither the Holder, nor any affiliate of such Holder which (x) had
or has knowledge of the transactions contemplated by the Company’s public offering described in the Company’s Registration
Statement on Form S-1, File No. 333-259487, as amended (the “Public Offering”), (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), Common Stock of the Company, or Common Stock of the Company underlying any convertible securities or securities exercisable
for Common Stock of the Company, held by the Holder on the date hereof, as well as the Notes, the Warrants and Common Stock issuable
upon exercise of the Notes and the Warrants (collectively, the “Restricted Securities”), and (II) from 5:01 pm (New
York City time) on [MONTH/DAY]2, 2022 through 5:00 pm (New York City time) on [MONTH/DAY]3, 2022, (such time
period, the “Leak-Out Period”) neither the Holder, nor any of 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), the Restricted Securities in an amount representing
more than [  ]%4 of the average daily trading volume of Common Stock for the previous five consecutive Trading Days as reported
by Bloomberg, LP. Notwithstanding the foregoing, during the Lock-Up Period and the Leak-Out Period, if the volume-weighted average price
(“VWAP”) of Common Stock reported by Bloomberg LP for five preceding consecutive Trading Days is greater than 130%
of the public offering price of the Common Stock in the Public Offering (the “Public Offering Price”), the lock-up
set forth in clause (I) or the selling restrictions set forth in clause (II) of the foregoing sentence, as applicable, shall be suspended
until such time as the VWAP of Common Stock reported by Bloomberg LP for five consecutive preceding Trading Days is equal to or less
than 130% of the Public Offering Price.


 





 



 1
NTD: Insert date 90 days from date of offering.


2
NTD: Insert date 91 days from date of offering.


3
NTD: Insert date 180 days from date of offering.


4
NTD: pro rata percentage of each investor’s participation in the private placement pursuant to the SPA


 




    	 



    	 



    

 


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 the applicable
provisions 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.


 


[Signature
Pages Follow.]


 




    	2



    	 



    

 


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


 


	 	Sincerely,
	 	 
	 	Connexa
    Sports Technologies Inc.
	 	 	                   
	 	By:	 
	 	Name: 	 
	 	Title:	 


 


[Signature Page to Leak-Out
Agreement]


 




    	 



    	 



    

 


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


 


	[NOTEHOLDER’S
    NAME]	 
	 	                        	 
	By:	 	 
	Name: 	 	 
	Title:	 	 


 


[Signature
Page to Leak-Out Agreement]