PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT MY SIZE, INC.My Size, Inc. • April 14th, 2023 • Services-prepackaged software
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January 10, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from My Size, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain engagement letter, dated as of December 5, 2022, by and between the Company and H.C. Wainwright & Co., LLC.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 12th, 2023 • My Size, Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 10, 2023, between My Size, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 12th, 2023 • My Size, Inc. • Services-prepackaged software
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 10, 2023, by and between My Size, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
UNDERWRITING AGREEMENT between MY SIZE, INC. and AEGIS CAPITAL CORP. as Representative of the Several Underwriters MY SIZE, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • March 25th, 2021 • My Size, Inc. • Services-prepackaged software • New York
The undersigned, My Size, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
COMMON STOCK PURCHASE WARRANT MY SIZE, INC.My Size, Inc. • May 5th, 2020 • Services-prepackaged software • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May __, 20251 (the “Termination Date”) but not thereafter, to subscribe for and purchase from My Size, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 27th, 2017 • My Size, Inc. • Services-prepackaged software • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 26, 2017, is by and among My Size, Inc., a Delaware corporation with offices located at 3 Arava St., pob 1026, Airport City, Israel, 7010000 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT MY SIZE, INC.My Size, Inc. • January 12th, 2023 • Services-prepackaged software
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from My Size, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AT THE MARKET OFFERING AGREEMENTMarket Offering Agreement • September 13th, 2019 • My Size, Inc. • Services-prepackaged software • New York
My Size, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
STRICTLY CONFIDENTIAL My Size, Inc. HaYarden 4, pob 1026, Airport City, Israel 7010000 Attn: Ronen Luzon, Chief Executive Officer Dear Mr. Luzon:Letter Agreement • January 12th, 2023 • My Size, Inc. • Services-prepackaged software • New York
This letter agreement (this “Agreement”) constitutes the agreement between My Size, Inc. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”), that Wainwright shall serve as the exclusive underwriter, agent or advisor in any offering (each, an “Offering”) of securities of the Company (the “Securities”) during the Term (as hereinafter defined) of this Agreement other than any Excluded Transactions. The terms of each Offering and the Securities issued in connection therewith shall be mutually agreed upon by the Company and Wainwright and nothing herein implies that Wainwright would have the power or authority to bind the Company and nothing herein implies that the Company shall have an obligation to issue any Securities. It is understood that Wainwright’s assistance in an Offering will be subject to the satisfactory completion of such investigation and inquiry into the affairs of the Company as Wainwright deems appropriate under the circumstances and to the receipt of all intern
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 22nd, 2017 • My Size, Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 16, 2017, between My Size, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 1st, 2018 • My Size, Inc. • Services-prepackaged software • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 19th, 2017 • My Size, Inc. • Services-prepackaged software • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December ____, 2017, is by and among My Size, Inc., a Delaware corporation with offices located at 3 Arava St., pob 1026, Airport City, Israel, 7010000 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
COMMON STOCK PURCHASE WARRANT MY SIZE, INC.My Size, Inc. • August 25th, 2023 • Services-prepackaged software • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Stockholder Approval Date (as defined below), or if it is determined that such Stockholder Approval (as defined below) is not required by the applicable rules and regulations of the Nasdaq Capital Market from the stockholders of the Company with respect to issuance the Warrant and the Warrant Shares (as defined below) upon the exercise hereof, the Issue Date (as applicable, the “Initial Exercise Date”) and until 5:00 p.m. (New York City time) on the date that is the [___] ([__])[1] year anniversary of the Initial Exercise Date, provided that, if such date is not a Trading Day, the date that is the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from My Size,
PERSONAL EMPLOYMENT AGREEMENTPersonal Employment Agreement • February 1st, 2022 • My Size, Inc. • Services-prepackaged software
Whereas the Company is a subsidiary of My Size Inc.(the “Parent”), and is engaged in the development of dedicated applications for mobile devices, which will allow the user to make measurements of a wide range of items using the smartphone; and
DISTRIBUTION AGREEMENTDistribution Agreement • September 7th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus
THIS DISTRIBUTION AGREEMENT, dated as of July 29, 2007, is by and between TopSpin Medical (Israel) Ltd., a corporation incorporated under the laws of the state of Israel (the “Company”) and Johnson & Johnson Medical Israel, A Division of J — C Healthcare L.T.D. an entity incorporated under the laws of Israel (the “Distributor”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 7th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus
This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into in Tel Aviv and effective as of the 25th day of April, 2001 (“Effective Date”), by and between: TOPSPIN MEDICAL (ISRAEL) LTD., (“Company”), an Israeli company, whose principal place of business address is Ofek Center 1, 1 Lev Pesach St., North Industrial Zone, Lod, Israel; and Eyal Kolka (I.D 027865088) of Ramat Gan, Israel (“Employee”).
LEAK-OUT AGREEMENTLeak-Out Agreement • February 1st, 2018 • My Size, Inc. • Services-prepackaged software
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”).
Re: Amendment to Employment AgreementEmployment Agreement • April 20th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 14th, 2017 • My Size, Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as February 13 2017, between My Size, Inc. a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
Re: Amendment to Employment AgreementEmployment Agreement • April 20th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus
We are pleased to inform you that on January 7, 2007 the stockholders of TopSpin Medical (Israel) Ltd. (the “Company”) and the Board of Directors of the Company approved, following the recommendation and the approval of the ESOP and Compensation Committee, the Audit Committee and Board of Directors of TopSpin Medical, Inc., the Company’s parent company (the “Corporation”) on November 17, 2007 and the approval of the stockholders of the Corporation on January 7, 2007, to amend the terms of your employment with the Company in accordance with the following:
Unprotected Lease Contract Drawn Up and Signed on 3 July 2003 Between Af-Sar Ltd. Of Rehov hachresh 4, yehud (Hereinafter: “The Leaser”)Unprotected Lease Contract • April 20th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus
INTERCOMPANY LOAN AGREEMENTIntercompany Loan Agreement • April 20th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus
This Intercompany Loan Agreement (the “Agreement”) is made as of June 21st, 2001 between TopSpin Medical (Israel) Ltd. an Israeli company having its address at 1 Lev Pesach Street, North Industrial Zone Lod Israel (“LTD”) and TopSpin Medical Inc. (“INC”) a company incorporated in Delaware having its address at 1013 Center Road, Wilmington Delaware, USA.
Trust Deed (between the trustee and the company)Topspin Medical Inc • March 7th, 2007 • Electromedical & electrotherapeutic apparatus
WARRANT TO PURCHASE COMMON STOCKTopspin Medical Inc • March 7th, 2007 • Electromedical & electrotherapeutic apparatus • Delaware
This is to certify that the Holder is entitled to purchase, subject to the provisions of this Warrant, from TopSpin Medical, Inc. (the “Corporation”) 324,820 shares of Common Stock of the Corporation par value US$ 0.001 each (“Common Stock”), subject to the terms and conditions set forth below.
PERSONAL EMPLOYMENT AGREEMENTAgreement • April 20th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus
THIS AGREEMENT (“Agreement”) is made and entered into this 9th day of December, 2002, by and between TopSpin Medical (Israel) Ltd., of business address at 1 Lev Pesach St. North Industrial Zone, Lod (“Company”), and Erez Golan (I.D. No.) of 35 Balfour Street, Tel Aviv, Israel (“Employee”).
TRUST DEED Drawn up and signed in Tel-Aviv on November 21, 2006Trust Deed • May 30th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus
WARRANT TO PURCHASE COMMON STOCKStock Purchase Agreement • March 7th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus • Delaware
This is to certify that the Holder is entitled to purchase, subject to the provisions of this Warrant, from TopSpin Medical, Inc. (the “Corporation”) 180 shares of Common Stock of the Corporation par value US$ 0.001 each (“Common Stock”) pursuant to the Stock Purchase Agreement dated December 5, 2002 (the “Stock Purchase Agreement"), by and between the Corporation and the Investors (as such term is defined in the Stock Purchase Agreement), subject to the terms and conditions set forth below.
Research and Development AgreementResearch and Development Agreement • March 7th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus
This Research and Development Agreement (this “Agreement”), effective as of September 13, 2006 (the “Effective Date”), is entered into by and between TopSpin Medical Inc. a Delaware corporation (“TopSpin”) for itself and/or at TopSpin’s election, TopSpin Medical (Israel) Ltd., a wholly owned subsidiary of TopSpin, an Israeli corporation of 2 Yodfat St. Global Park, Lod (“TopSpin Israel”) and/or TopSpin Urology Ltd. a wholly owned subsidiary of TopSpin, an Israeli corporation of 2 Yodfat St. Global Park, Lod (“TopSpin Urology”) (TopSpin and/or TopSpin Israel and/or TopSpin Urology shall be referred to herein as the “Company”), Technion Research & Development Foundation Ltd., an Israeli corporation of the Technion City, Haifa 32000 (“TRDF”) and Dr. Aharon Blank I.D. No.029099330 of Naaman 24, Kefar Veradim (“Investigator”).
TopSpin Medical (Israel) Ltd. Ofek Center 1, 1 Lev Pesach St., North Industrial Zone Lod, Israel Phone: 972-8-9200033 Fax: 972-8-9281233Proprietary Information Agreement • April 20th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus
Further to our discussions, I am pleased to put in writing our offer to you in connection with you accepting an appointment to the advisory board of TopSpin Medical (Israel) Ltd. (the “Company”) effective as of the date on which you sign this letter agreement below.
To: Erez Golan Date: August 22, 2005Topspin Medical Inc • April 20th, 2007 • Electromedical & electrotherapeutic apparatus
We hereby put in writing that which is agreed between you and Topspin Medical (Israel) Ltd. (the ”Company”) regarding the modification of your Employment Agreement, in the event that TopSpin Medical, Inc. issues its securities to the public and lists the securities for trading on the Tel Aviv Stock Exchange (the “IPO”). Capitalized terms used herein shall have the meaning ascribed to them in the Employment Agreement, unless the context requires otherwise.
PERSONAL EMPLOYMENT AGREEMENTPersonal Employment Agreement • September 17th, 2009 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus • Tel-Aviv
THIS PERSONAL EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this 6th day of May, 2009 by and between TopSpin Medical (Israel) Ltd. (the “Company”), and Eldad Yehieli (the “Employee”).
loan, share purchase and share repurchase agreementRepurchase Agreement • March 7th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus • Delaware
This Loan, Share Purchase and Share Repurchase Agreement (the “Agreement”) is made and entered into as of the 9th day of December, 2002, by and between Topspin Medical, Inc., a Delaware corporation (the “Company”), Topspin Medical (Israel) Ltd., an Israeli company (the “Subsidiary”) and Erez Golan, Israeli ID no. 28000008 (the “Founder”).
Re: Revision to Loan, Share Purchase and Share Repurchase Agreement of December 9, 2002 (“Loan Agreement”)Topspin Medical Inc • April 20th, 2007 • Electromedical & electrotherapeutic apparatus
We hereby put in writing that which is agreed between yourself, Topspin Medical Inc. (the “Corporation”) and Topspin Medical Ltd. (the “Subsidiary”) as regards the modification of your Loan Agreement, in the event that the Company issues its stock for trading on the Tel Aviv Stock Exchange (the “IPO”). Capitalized terms used herein shall have the meaning ascribed to them in the Loan Agreement, unless the context requires otherwise.
VOTING AGREEMENTVoting Agreement • March 7th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus • Delaware
THIS VOTING AGREEMENT (the “Agreement”) is made and entered into as of August 22nd, 2005, by and among the stockholders of TopSpin Medical, Inc., a Delaware corporation (the “Company”) listed on Schedule A hereto (the “Parties”; the Company’s Board of Directors is referred to herein as the “Board”).
To: Mr. Michael Berman Date: April 30th, 2003Proprietary Information Agreement • March 7th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus
Further to our discussions, we are pleased to put in writing our offer to you to provide consulting services to TopSpin Medical, Inc. (the “Company”) effective as of the date on which you sign this letter agreement below. As a consultant, we anticipate that your providing the Company with your advice, knowledge and know how with respect to the Company’s products and business will all help the Company to further develop and grow.
