Exhibit 10.17


 


MY
SIZE, INC. 


3
Arava St., pob 1026


Airport
City, Israel 7010000


 


December
__, 2017


 


Gentlemen:


 


The
purpose of this letter agreeement is to inform you of, and to seek your consent and waiver for, a financing transaction that My
Size, Inc., a Delaware corporation (the “Company”), is contemplating entering into (the “New Financing
Transaction”) to issue up to $3,000,000 of shares of the Company’s common stock, $0.001 par value per share (the
“Common Stock”) and/or pre-funded warrants to purchase Common Stock, with an exercise price of $0.001 per share,
and common stock purchase warrants to purchase shares of Common Stock, to various investors, through Roth Capital Partners, LLC,
as placement agent.


 


Reference
is made to the Securities Purchase Agreement (the “Securities Purchase Agreement”), dated October 27, 2017,
by and among the Company, you, and the other investors named therein, whereunder you, along with the other investors, purchased
a Senior Note that the Company issued to you on October 30, 2017 (the “Note”). All capitalized terms used herein
but not otherwise defined shall have the meanings set forth in the Note.


 


WHEREAS,
Section 1 of the Note provides, in relevant part, that on the Maturity Date, the Company shall pay to the Holder an amount in
cash representing all outstanding Principal, accrued and unpaid Interest and accrued and unpaid Late Charges (as defined in Section
17(c) therein) on such Principal and Interest then outstanding under the Note (the “Amounts Due”);


 


WHEREAS,
the “Maturity Date” is defined in the Note, in part, as the earliest to occur of (x) a Subsequent Placement (as
defined in the Securities Purchase Agreement) and (y) February 28, 2018;


 


WHEREAS,
the New Financing Transaction would constitute a Subsequent Placement as defined in the Securities Purchase Agrement, which would
require the Company to repay the Amounts Due under the Note in full, as provided for in the Note;


 


WHEREAS,
the Company desires to procced with the New Financing Transaction and repay only 50% of the Amounts Due from the proceeds
of the New Financing Transaction at the closing thereof, and to pay the balance of the Amounts Due on the earliest to occur of
(x) a Subsequent Placement (as defined in the Securities Purchase Agreement), other than the New Financing Transaction, and (y)
March 31, 2018;


 


WHEREAS,
the prior written consent of the Holder is required for any change, waiver or amendment to the Note.


 






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NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and otherwise
in accordance with the terms of the Securities Purchase Agreement and Note, you, as the Holder under the Note, and the Company
agree as follows:


		1.	The
                                         undersigned consents to the New Financing Transaction and to the repayment of only 50%
                                         of the Amounts Due under the Note from the proceds of the New Financing Transaction upon
                                         the closing thereof.



		2.	The
                                         first two lines of the definition of the “Maturity Date” in the Note
                                         is hereby amended and restated to be and read as follows:



 


“Maturity
Date” shall mean the earliest to occur of (x) a Subsequent Placement (as defined in the Securities Purchase Agreement),
other than the New Financing Transaction (as defined in that certain letter agreement, dated December 14, 2017, by and between
the Company and the holder of this Note as of December 14, 2017), and (y) March 31, 2018;


		3.	This
                                         letter agreement does not constitute material, non-public information, and is intended
                                         to be a “Pre-Notice” with respect to the New Financing Transaction pursuant
                                         to Section 4(l) of the Securities Purchase Agreement. In accordance with the Securities
                                         Purchase Agreement, the Holder is entitled to receive an Offer Notice (as defined in
                                         the Securities Purchase Agreement) upon its written request in connection with the New
                                         Financing Transaction.



 


This
letter agreement shall be for the benefit of and be binding upon, the parties hereto and their respective successors and assigns.
Except as specifically amended hereby, the Securities Purchase Agreement and Note shall remain in full force and effect and all
other terms of the Securities Purchase Agreement and Note remain unchanged. To the extent any provision of the Securities Purchase
Agreement or Note is inconsistent with this letter agreement, this letter agreement shall control. This letter agreement shall
be construed, enforced, and governed under the internal laws of the State of New York, without giving effect to any choice of
law provision or rule of any other jurisdiction. This letter agreement may be executed in counterparts, each of which shall be
deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this
Amendment transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic
means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical
delivery of the paper document bearing an original signature.


 


Sincerely,


 


MY
SIZE, INC.


 





	By:	 	 
	 	Name:	 
	 	Title:	 



 


 


[COUNTERPART
SIGNATURE PAGE FOLLOWS] 


 






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	 	Confirmed and Agreed by the Holder:
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 




 





 


 


 


[Signature page to Letter
Agreement] 


 


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