Exhibit 10.2


 


LEAK-OUT AGREEMENT


 


	 	_____, 2017



 


This agreement (the
“Leak-Out Agreement”) is being delivered to you in connection with an understanding by and among Bio-Path Holdings,
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 November 3, 2017, by and among the Company and the certain purchasers signatory
thereto (the “SPA”) and (b) the registration statement on Form S-3 (File No. 333-215205) (“Registration
Statement”), 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”).
Capitalized terms not defined herein shall have the meaning as set forth in the SPA.


 


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 the earlier of (i) December 8, 2017 and (ii) the fifth Trading Day of a period of five consecutive
Trading Days during which the VWAP for each such Trading Day during such period is equal to or exceeds $0.50 per share (as adjusted
for stock splits, stock dividends, stock combinations, recapitalizations or other similar events occurring after the date hereof)
(such period, the “Restricted Period”), neither the Holder, nor any Affiliate 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 Common Stock Equivalents, held by the Holder on the date hereof, Shares or shares
of Common Stock underlying the Holder Warrants 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”).


 


 



1 Pro rata portion of 35% among investors executing
Leak-Out Agreements, based on Subscription Amount.


 




     


     


    

 


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 Holder Warrants, Common Stock Equivalents or shares of Common Stock subject to this Leak-Out Agreement (the “Restricted
Securities”) to any Person (an “Assignee”) in a transaction which does not need to be reported on
the Nasdaq consolidated tape, 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.


 


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 Sections 5.9 and 5.20
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, 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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left blank]


 




     


     


    

 


[Signature Page to BPTH Leakout]


 


	 	Sincerely,
	 	 
	 	BIO-PATH HOLDINGS, INC.
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


Agreed to and Acknowledged:


 


	“HOLDER”	 
	 	 
	 	 
	 	 	 
	By:	 	 	 
	 	Name:	 
	 	Title: