Exhibit 10.1

SHARE PURCHASE AGREEMENT

This Share Purchase Agreement (the “Agreement”), is entered into as of the 6^th day of October, 2022 (“Effective Date”), by and among (each, a “Party” and collectively, the “Parties”):

Intervenes represented in this act by Mr. Ronen Luzon, of legal age, Israeli citizen, with address for these purposes at 4 Hayarden Street, POB 1026, Airport City, Israel, 701000, and holder of Israeli passport number [***] and Spanish Foreigner Identification Number (“N.I.E.”) [***], in his capacity as Chief Executive Officer of the referred company.

In his own name and behalf.

In his own name and behalf.

Intervenes represented in this act by Mr. Galo Álvarez Goicoechea, of legal age, Spanish citizen, with address for these purposes at [***], and holder of Spanish I.D. number [***], in his capacity as Attorney of the referred company.

Intervenes in this act represented by Mr. Juan Garavilla Legarra, of legal age, Spanish citizen, with address for these purposes at [***], and holder of Spanish I.D. number [***], in his capacity as Sole Director of the referred company.

Intervenes in this act represented by Mr. Borja Cembrero Saralegui, Spanish citizen, with address for these purposes at [***], and holder of Spanish passport number [***] and Spanish I.D. number [***], in his capacity as Attorney of the referred company.

Each of Borja, Aritz, Whitehole, Twinbel and EGI shall be referred to as a “Seller” and collectively, as the “Sellers”).

NOW, THEREFORE, the Parties agree as follows:

If the majority of the issued share capital of the Company, its Business or substantially all of the assets of the Company are sold or transferred before the expiration of Reviewed Period 4 if there is not Shortfall Value, or before the expiration of Reviewed Period 5 if there is a Shortfall Value (a “Sale Event”), the Purchaser shall use its reasonable endeavours to ensure that the third party acquirer is required to assume responsibility for the payment of the Cash Consideration for the remainder of the Reviewed Period, subject to the conditions set forth in this Agreement. If this is not possible, the Purchaser shall notify the Sellers in writing as soon as reasonably practicable (and in any event no less than 10 business days prior to a Sale Event) and the Parties shall, acting reasonably and in good faith, discuss and agree a solution and the prior written consent of the Sellers shall be required to proceed with the Sale Event (such consent not to be unreasonably withheld, conditioned or delayed).

The Sellers represent and warrant to the Purchaser that as of the Effective Date and as of the Closing Date, and except as set forth in Schedule ‎4 (the “Disclosure Schedule”) (which disclosures shall be deemed to be qualifications to the representations and warranties as if made hereunder), the representations and warranties set forth in this Section 4 are true, complete and correct. The Disclosure Schedule shall be arranged in sections corresponding to the numbered and lettered sections and subsections contained in this Section ‎4, and the disclosures in any section or subsection of the Disclosure Schedule shall qualify other sections and subsections in this Section ‎4 only to the extent it is reasonably apparent from a reading of the disclosure that such disclosure is applicable to such other sections and subsections:

For the purposes of this Agreement “Fully Diluted Basis” shall mean all issued and outstanding share capital of the Company and rights to receive (for consideration or without consideration) shares of the Company, including (i) all issued ordinary shares, (ii) all securities issuable upon conversion into share capital of any existing convertible securities or loans including all securities convertible into ordinary shares (iii) all issued, committed or allotted options, warrants and other rights to acquire shares or securities exchangeable or convertible for shares of the Company, being deemed so allocated, exercised and converted, (iv) all options issued or allocated to or reserved for any of the Company’s employees, directors and consultants under any equity plan approved by the Board including an employee share option pool being deemed granted and/or exercised, and (v) all anti-dilution rights being deemed to be effected, and (vi) any other rights (or promises or undertakings to grant such rights, including any written or oral promises or undertakings with respect to such rights) to acquire and/or receive shares or securities exchangeable for shares deemed allocated and exercised, converted or exercised, as the case may be, at their existing conversion/exercise prices.

The by-laws of the company are those registered within the Commercial Registry and are in accordance with applicable law.

The minutes books of the company are duly legalized, they contain all the resolutions adopted respectively by the general meetings of shareholders and management bodies as well as any other information due pursuant to the laws applicable in Spain and bear all adequate signatures. The minutes books are located at the Company registered office. None of these company resolutions has been challenged or threatened to be challenged nor, there is any ground to challenge them. All resolutions, which may be filed in the Commercial Registry, have been duly registered or have been presented for registration.

The shares Registry Book of the Company has been duly legalized and contain complete, accurate and reliable records of all transfers and charges of shares or other equity interests in the Company and other information due pursuant to the applicable laws in Spain.

The accounting books of the Company are duly legalized, have been kept in an orderly and diligent manner, are duly up-to-date, and their content and form complies with applicable articles of the Spanish Commercial Code and with the accounting principles.

The Company has complied, in a timely manner and in due form, with the legal obligation to deposit their annual accounts within the Commercial Registry.

The Financial Statements faithfully and accurately reflect the assets, liabilities, financial condition and profits of the Company. The provisions reflected in the Financial Statements are sufficient to fully satisfy the obligations to which they correspond. The depreciations reflected in the Financial Statements are sufficient and have been determined in accordance with the accounting principles and they reflect all liabilities, the total amounts of which are duly accounted for and adequately reflect the financial situation of the Company and the results of its transactions. They contain sufficient provisions to cover all taxes as well as any other liabilities (quantified, contingent or of any other kind) of the Company and such Financial Statements are not affected by any unusual circumstance or by contracts or agreements that do not respect the market price.

The Company complies with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (“GDPR”).

In particular, the Company has:

The Company has not received any:

In the event of breach of the GDPR and any other implementing regulations and, in particular, of the guarantees contained in this clause by the Sellers, the Sellers hold the Purchaser harmless against any claim that can be filed (including any disciplinary proceedings to be initiated by any supervisory authority), agreeing to pay any amounts by way of penalty, fine, compensation, damages and interests they become forced to pay to the Purchaser as a result of that breach.

The Company has accurately prepared and timely filed all Tax returns and reports required by it under Legal Requirements. All Tax returns and reports of the Company are true and correct in all material respects and the Company has fully paid on time all Taxes due. No deficiency assessment or proposed adjustment of income or payroll taxes of the Company is pending and the Sellers have no knowledge of any material liability for any Tax to be imposed. All Taxes required by law to be withheld or collected by the Company have been duly and timely withheld or collected and, to the extent required, have been timely paid or remitted to the proper governmental authority and timely and accurately reported.

The Company has complied in all respects with all Legal Requirements relating to the payment and withholding of Taxes from payments made or deemed made to any person or entity and have duly and timely withheld and paid over to the appropriate taxing authority all amounts required to be so withheld and paid under all Legal Requirements.

The Company is not liable for any Tax other than in the ordinary course of business. The Financial Statements properly and adequately accrue or reserve for all Tax liabilities in accordance with GAAP. All required estimated Tax payments sufficient to avoid any underpayment penalties have been made by or on behalf of the Company.

There are no Proceedings now pending or threatened against the Company in respect of any Taxes and there are no matters under discussion, audit or appeal with any governmental body relating to Taxes, nor has the Company received before the Closing Date any notice from any Taxing authority that it intends to conduct such an audit or investigation. There are no circumstances which will or are likely to, whether by lapse of time or the issue of any notice of assessment or otherwise, give rise to any dispute with any relevant Taxing authority in relation to the liability of the Company or accountability for Taxes, any claim made by it, any relief, deduction, or allowance afforded to it, or in relation to the status or character of the Company under or for the purpose of any provision of any legislation. The Company has not waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

Schedule 4.19 (ii) hereto lists service providers of the Company including those that are parties to a written engagement agreement containing provisions regarding confidential information, non-competition and invention assignment.

There are no senior officer employment agreements (“contratos de alta dirección”) to which the Company is a party nor there are any contracts or agreements is in force whereby the Company has granted profit-sharing rights, made payments, granted credits or guarantees to its directors, employees (and so far as relevant to each of its former employees) or third parties (or to family-members of directors or employees), nor are any incentives, bonuses or similar items in place in favour of directors or employees (or in favour of family members of directors or employees) of the company that has not been fairly disclosed to the Purchaser;

The Company has not recently negotiated nor is currently negotiating any material salary improvement or any material improvement or increase to its personnel and/or service providers.

The Company has hired its employees and paid their salaries in accordance with the applicable laws and is up-to-date in the payment of its obligations with respect to the employees and/or service providers. In particular, it has timely complied, in the appropriate form, with its tax and Social Security obligations in respect of the employees. The Company has properly accounted all payments of salaries and/or bonuses made to its employees in accordance with the accounting principles consistently applied.

The Company’s Social Security payments, debts and obligations (including formal obligations, filings, withholding or retention etc.) and other labor related obligations have been fully and timely paid and performed in accordance with the applicable legal provisions, including but not limited the labour insurances for employees. All social security and duties of any kind for which the Company is or may be liable (whether directly or indirectly), up to the date of this Agreement, have been paid and all other obligations in relation to social security liabilities (including obligations as to withholding or retention) have been fully complied with and, up to that date, the Sellers have not done anything to give rise to a liability by the Company other than liabilities arising in the course of normal arms’ length trading activities.

The Company does not have any private accident, life, health or other insurance contracted in favour of any of the employees, nor has entered into or subscribed any pension plans to their benefit.

There are no obligations relating to payments in kind, compensations or other benefits (including purchase options, incentives, or automobiles) with any members of the employees.

The Company has not entered into any undertaking or agreement with the employees other than those derived from their labour relationship.

All employment contracts have been entered into and have been executed in accordance with the applicable labour law and collective bargaining agreements and do not include any indemnity for dismissal, rescission or termination other than those required by those provisions. The Company has not agreed to make any payment, indemnity, compensation or other (of any nature whatsoever) in relation to either the (past, present, future or proposed) suspension, modification or termination of employment contracts or service provided by third parties or by its directors.

No employee is a beneficiary of any benefits contingent upon their dismissal or departure (e.g., “golden parachutes”) as Company employees (“contratos blindados”).

The Company has not assumed any obligations grating any of its employees the right to terminate their labour relationship in the event of a change of control or sale of a majority interest in its share capital, nor the right of the employees to receive any compensation amounts is greater than those legally established in the event of termination of their labour relationship.

No claims are pending between the employees and the Company, nor do any circumstances or events exist which could give rise to future claims. With the exception of the information set out in Schedule 4.19 (iii), in the last six (6) months, the Company has not dismissed or terminated any employment relationship with any employee and no key or important employee of the Company has any intention to change employment due to the transactions contemplated by this Agreement nor for any other reason.

The Sellers are not aware of any circumstance, agreement or practice which may lead to the imposition of any fine or sanction as a result of any breach of law or of the employment regulations.

No written or unwritten contract of employment has been entered into with a director or employee (or any contract of service with any person) which cannot be terminated by giving [three] months’ notice or less without for, such reason, arising a right to a claim for damages or compensation (other than a statutory redundancy payment or statutory compensation for unfair dismissal);

The Company complies with all applicable laws in respect of health and hygiene at the workplace, occupational health and safety, prevention of work-related accidents. the work center is equipped with the facilities and equipment the law requires for the prevention of work-related accidents.

None of the commercial relationships the Company has with any third parties may be deemed to be or understood of labour nature and, thus, the Company is not subject to any labour contingencies, claims or obligations arising from such relationships.

The collective bargain agreement applicable to the Company is correct. There have been no collective labour disputes (inclusive of strikes) nor any material disciplinary procedures within the past four years.

The Company has in relation to each of its employees and, so far as relevant, to each of its former employees, complied in all aspects with all statutes, regulations, codes of conduct, collective agreements, terms and conditions of employment, orders and awards relevant to their conditions of service or to the relations between it and its employees (or former employees, as the case may be);

The Company has not granted any credit, loan nor any other kind of financing to their employees, senior officers or directors which have has not been disclosed in their Financial Statements.

The Company has paid in full to all of its employees all wages, salaries, commissions, overtime pay, bonuses, benefits and other compensation due and payable to such employees and has made all deductions and payments to the relevant tax and other governmental authorities required to be made in connection with the employment of its employees on or prior to the date hereof.

The Company has complied in all material respects with all applicable legal requirements in relation to employees and job applicants candidates, employment offers, terms and conditions of employment.

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

The Purchaser represents and warrants to the Sellers, and acknowledges that the Sellers are entering into this Agreement in reliance thereon, as follows:

“Fundamental Representations” means the representations and warranties set forth in sections ‎4.1 (Organization) ‎4.2 (Authorization: Approvals) ‎4.2.2 (Share Capital), ‎4.13 (Intellectual Property and Other Intangible Assets) and ‎4.15 (Taxes).

The Sellers shall not be liable:

The Sellers shall have no obligation to indemnify the Purchaser for any Loss unless such particular Loss exceeds the amount of USD 1,500 (“De Minimis”). For the avoidance of doubt, series of Losses having the same origin or nature shall be deemed as an individual Loss for the purposes of this paragraph and, therefore, as a Loss, even if each or some of the individual Losses belonging to the series do not exceed the aforementioned amount.

Additionally, the Sellers shall have no obligation to indemnify the Purchaser until the aggregate amount of the Losses also exceed the amount of USD 50,000 (“Basket Amount”). In such a case, the Sellers must indemnify the Purchaser for all the Losses that has been occasioned from the first dollar, and not only for the amount by which it exceeds the Basket Amount.

The limitations set forth in Section 6.8 shall not apply (i) in the case of the matters referred to in Section ‎6.3; and (ii) in connection with a claim for any breach of Sections ‎6.15 (Waiver and Release), ‎9.1 (Confidentiality) and/or ‎9.3 (Non-Competition).

Upon receipt of such Claims Notice, the Sellers shall be entitled to give comments to the Claims Notice, and the Parties shall make best efforts to try and settle their dispute within a period of 30 days of the receipt of such Claims Notice (the “Negotiation Period”). In the event of failure to reach such agreement, within ten (10) business days after the Negotiation Period the Sellers shall notify the Purchaser: (i) whether they deny that Loss may eventually result from the Claims Notice; or (ii) whether they agree that Loss may eventually result from the Claims Notice. If the Sellers have not notified the Purchaser of their response within such period, they shall be deemed to reject that the Claims Notice may eventually result in a Loss.

For the avoidance of doubt, Purchaser shall be entitled to set-off any Loss Finally Determined arisen from any Performance Cash Payment due to the Sellers. With regard to Losses which are not Finally Determined yet, the Purchaser shall also be entitled to withhold payment of any Performance Cash Payment. No interest shall accrue on withholding any Performance Cash Payments during the Negotiation Period.

In the event that upon expiry of the Negotiation Period, the Parties failed to agree on the amount of Loss to be actually deducted from the Performance Cash Payments, the Purchaser shall be entitled to retain any Loss out of any entitlement to payment under any Performance Cash Payment, provided that if it is Finally Determined the absence of any Loss or the Loss Finally Determined is lower than the retained amounts, Purchaser shall be obliged to pay Sellers the incorrectly retained amounts increased by the interest rate set out in Section 10, as of the expiry of the Negotiation Period. Notwithstanding the foregoing, in the event that the Losses Finally Determined exceed the amounts withheld by the Purchaser, the Sellers shall pay to the Purchaser a simple non-compounding interest rate of 2% per annum over such excess.

The above restrictions shall not prohibit any Seller from holding up to 5% of the outstanding issued share capital of a competing company listed on any recognized stock exchange, solely as a passive financial shareholder.

The Parties acknowledge and agree that the restrictions contained in this section ‎9.3 (Non-Competition) are no greater than is reasonably necessary for the protection of the interests of the Purchaser, the Company and its subsidiaries.

“Control” means the ability to direct, or cause the direction of, the management and policies of the relevant entity, whether through the ownership of voting securities, by contract or otherwise, including through the beneficial ownership of more than 50% of the ownership interests or voting rights or the right to appoint the majority of the directors (or the equivalent thereof) therein.

if to the Purchaser :

My Size Inc.4 Hayarden Street, POB 1026,

Airport City, Israel, 701000

Attn: Ronen Luzon; Or Kles

E-mail: Ronen@mysizeid.com; or@mysizeid.com

with copies of all notices (which copies shall not constitute notice) to:

Barnea, Jaffa, Lande & Co., Law Offices,

Harakevet 58, Tel Aviv, Israel, 6777016

Attn: Samuel Henri Samuel, Adv.

E-mail: ssamuel@barlaw.co.il

if to the Sellers:

Borja Cembrero Saralegui

[***]

E-mail: borja@naiz.fit

Aritz Torre García

[***]

E-mail: aritz@naiz.fit

Whitehole, S.L.

Plaza Euskadi 5, 20-2, 48009 Bilbao (Spain)

Attn: Galo Álvarez

E-mail: galo.alvarez@whitehole.es; juan.maortua@whitehole.es

Twinbel, S.L.

Bilbao (Bizkaia), calle Ibáñez de Bilbao 3, 6º-3

Attn: Jon Garavilla

E-mail: jgaravilla@gmail.com

EGI Acceleration, S.L.

Barcelona, calle Consell de Cent 472 bis, entreplanta 2

Attn: Ronan Gildas Bardet

E-mail: rbardet@egi-group.com; glezcano@egi-group.com

Any notice sent in accordance with this section ‎11.5 shall be effective (i) if mailed, 5 business days after mailing; (ii) if by air courier 2 business days after delivery to the courier service; (iii) if sent by messenger, upon delivery; and (iv) if sent via email, upon transmission and electronic confirmation of receipt or (if transmitted and received on a non-business day) on the first business day following transmission and electronic confirmation of receipt (provided, however, that any notice of change of address shall only be valid upon receipt).

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[Signature Page to Share Purchase Agreement]

IN WITNESS WHEREOF the Parties have signed this Agreement as of the date first herein above set forth.

Exhibit 10.2

LOCK-UP AGREEMENT

[         ]

My Size Inc.

Hayarden 4, Airport City

Ladies and Gentlemen:

The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that My Size Inc., a Delaware corporation (“My Size”) has entered into a Share Purchase Agreement, dated [        ] (as the same may be amended from time to time, the “Share Purchase Agreement”) with Borja Cembrero Saralegui, Spanish citizen, passport No. PAO676975 (“Borja”), Aritz Torre Gracia, Spanish Citizen, passport No. AAG946867 (“Aritz”), Whitehole S.L., a company incorporated under the laws of Spain, registration number B95482402 (“Whitehole”) Twinbel S.L., a company incorporated under the laws of Spain, registration number B48270748 (“Twinbel”) and EGI Acceleration S.L., a company incorporated under the laws of Spain, registration number B67398719 (“EGI”) (each a “Seller” and collectively the “Sellers”) which provides, among other things, for the acquisition of Naiz Bespoke Technologies S.L., a limited liability company, incorporated under the laws of Spain, registration number B75171066 (“Naiz”) in exchange, inter alia, for shares of common stock of My Size (“My Size Common Stock”) upon the terms and subject to the conditions set forth in the Share Purchase Agreement. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Share Purchase Agreement.

1. As a material inducement to each of the Parties having entered into the Share Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby irrevocably agrees that, subject to the exceptions set forth herein, without the prior written consent of My Size, the undersigned will not:

2. The restrictions and obligations contemplated by this Lock-Up Agreement shall not apply to:

provided that, in the case of any transfer or distribution pursuant to this clause (a), such transfer is not for value and each donee, heir, beneficiary or other transferee or distributee shall sign and deliver to My Size a lock-up agreement in the form of this Lock-Up Agreement with respect to the shares of My Size Common Stock or such other securities that have been so transferred or distributed;

(b) transfers or distributions pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of My Size Common Stock involving a change of control of My Size (including entering into any lock-up, voting or similar agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of shares of My Size Common Stock (or any security convertible into or exercisable for My Size Common Stock), or vote any shares of My Size Common Stock in favor of any such transaction or taking any other action in connection with any such transaction) that has been approved by the Board of Directors of My Size, provided that the restrictions set forth in this Lock-Up Agreement shall continue to apply to the Undersigned’s Shares should such tender offer, merger, consolidation or other transaction not be completed.

3. Any attempted transfer in violation of this Lock-Up Agreement will be of no effect and null and void, regardless of whether the purported transferee has any actual or constructive knowledge of the transfer restrictions set forth in this Lock-Up Agreement, and will not be recorded on the share register of My Size. In furtherance of the foregoing, the undersigned agrees that My Size and any duly appointed transfer agent for the registration or transfer of the securities described herein are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Agreement. In addition to any other legend, My Size may cause the legend set forth below, or a legend substantially equivalent thereto, to be placed upon any certificate(s) or other documents, ledgers or instruments evidencing the undersigned’s ownership of My Size Common Stock:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND MAY ONLY BE TRANSFERRED IN COMPLIANCE WITH A LOCK-UP AGREEMENT, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.

4. The restrictions set forth in this Lock-Up Agreement shall be in addition to all other restrictions on transfer imposed by applicable United States and state securities laws, rules and regulations.

5. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned.

6. Any and all remedies herein expressly conferred upon My Size will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity, and the exercise by My Size of any one remedy will not preclude the exercise of any other remedy. The undersigned agrees that irreparable damage would occur to My Size in the event that any provision of this Lock-Up Agreement were not performed in accordance with its specific terms or were otherwise breached. It is accordingly agreed that My Size shall be entitled to an injunction or injunctions to prevent breaches of this Lock-Up Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which My Size is entitled at law or in equity, and the undersigned waives any bond, surety or other security that might be required of My Size with respect thereto.

7. This Lock-Up Agreement and any claim, controversy or dispute arising under or related to this Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof.

8. This Lock-Up Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Lock-Up Agreement (in counterparts or otherwise) by My Size and the undersigned by facsimile or electronic transmission in pdf format shall be sufficient to bind such parties to the terms and conditions of this Lock-Up Agreement.

(Signature Page Follows)

[Signature Page to Lock-up Agreement]

Accepted and Agreed by

My Size Inc.

Exhibit 10.3

VOTING AGREEMENT

This Voting Agreement (“Voting Agreement”) is made as of [        ], by and among My Size, Inc., a company organized under the laws of the State of Delaware (the “Company”), and the parties identified on the signature page hereto (each a “Stockholder,” and collectively, the “Stockholders”).

WHEREAS, pursuant to that certain Share Purchase Agreement, dated as of October 6, 2022 (the “Purchase Agreement”), by and among the Company and, inter alia, the Stockholders, the Stockholders have agreed to sell all of their shares in Naiz Bespoke Technologies S.L. (“NBT”) to the Company in exchange for cash and shares of common stock, par value $0.001 per share, of the Company (the “Company Common Stock”), and the Company has agreed to purchase the NBT Shares from the Stockholders by paying cash and issuing shares of the Company Common Stock to the Stockholders, subject to the terms and conditions set forth in the Purchase Agreement;

WHEREAS, the number of shares of the Company Common Stock to be issued to the Stockholders pursuant to the Purchase Agreement are set forth on Exhibit A attached hereto (the “Shares”);

WHEREAS, the closing of the transactions contemplated in the Purchase Agreement, including, without limitation, the issuance of the Shares by the Company to the Stockholders, is expressly conditioned on the entering into of this Voting Agreement prior to such closing; and

WHEREAS, the Stockholders desire to enter into this Voting Agreement in order to induce the Company to close the transactions contemplated in the Purchase Agreement, including, without limitation, the issuance of the Shares to the Stockholders.

NOW, THEREFORE, in consideration of the foregoing premises and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Definitions. All initial capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.

2. Shares Subject to Agreement. The term “Voting Shares” as used in this Voting Agreement shall refer, individually and collectively, to (i) the Shares, and (ii) any other shares of the Company’s capital stock owned (whether beneficially or as of record) by the Stockholders on or after the date hereof (the “Additional Shares”). The Stockholders hereby agree to hold any Voting Shares controlled or owned by them (whether beneficially or as of record), subject to the provisions of this Voting Agreement.

3. Manner of Vote. Any vote of the Voting Shares held by the Stockholders, whether at any meeting of the stockholders of the Company (including any adjournment(s), postponement(s) or continuation(s) thereof) or by written consent in lieu of a meeting of the stockholders of the Company, shall be exercised exclusively by such person (the “Proxy”) designated from time to time by the Company’s Board of Directors (the “Board”) by written notice to the Stockholders; provided, that, if the voting power held by the Proxy, when taking into account the proxies granted by the Stockholders by this Section 3 and Section 4 of this Agreement and the Company Common Stock beneficially owned by the Proxy, represents 20% or more of the voting power of the Company’s stockholders that will vote on an item, then the Proxy shall vote such number of Voting Shares in excess of 19.9% of the voting power of the existing stockholders of the Company on such item in the same proportion as shares of Company Common Stock are voted by the Company’s other stockholders. The initial Proxy shall be Or Kles. Any vote of the Voting Shares by any person other than the then Proxy shall be invalid, and shall not count as a vote of Voting Shares for any purpose whatsoever.

4. Irrevocable Proxy Coupled with an Interest.

(a) In order to effect the foregoing voting arrangement, each Stockholder hereby irrevocably designates and appoints the then current Proxy as such Stockholder’s sole and exclusive attorney-in-fact and proxy, with full power of substitution and re-substitution, for and in such Stockholder’s name, to vote and exercise all voting rights (to the fullest extent such Stockholder is entitled to do so) with respect to the Voting Shares in the manner and to the effect determined by the Proxy, whether at any meeting of the stockholders of the Company (including any adjournment(s), postponement(s) or continuation(s) thereof) and in any other circumstances upon which the vote, consent (including a written consent in lieu of a meeting), or other approval of the stockholders of the Company is sought. The irrevocable proxy and power of attorney granted by each Stockholder pursuant to this Section 4 shall terminate on the earliest to occur of (i) such time that such Stockholder no longer owns the Voting Shares, (ii) the sale of all or substantially all of the assets of the Company or the consolidation or merger of the Company with or into any other business entity pursuant to which stockholders of the Company prior to such consolidation or merger hold less than 50% of the voting equity of the surviving or resulting entity, (iii) the liquidation, dissolution or winding up of the business operations of the Company, and (iv) the filing or consent to filing of any bankruptcy, insolvency or reorganization case or proceeding involving the Company or otherwise seeking any relief under any laws relating to relief from debts or protection of debtors generally (the “Expiration Date”).

(b) The irrevocable proxy and power of attorney granted by each Stockholder pursuant to this Section 4 is: (i) intended to be and shall be irrevocable to the full extent permitted by the Delaware General Corporation Law, (ii) coupled with an interest sufficient in law to support an irrevocable power, and (iii) granted in consideration of the Company issuing the Shares to the Stockholders, entering into this Voting Agreement and incurring certain related fees and expenses.

5. Representations and Warranties of the Stockholders. Each of the Stockholders represents, warrants and covenants to the Company as follows:

(a) Upon the issuance of the Shares to the Stockholder under the Purchase Agreement, the Stockholder shall be the sole legal and beneficial owner of such Shares which securities represent the only securities of the Company legally or beneficially owned by the Stockholder or that the Stockholder has voting power over. Except with respect to the Purchase Agreement, the Stockholder is not a party to any contract or agreement and owns no warrants, options or rights to purchase, subscribe for or otherwise acquire any securities of the Company. No person not a signatory to this Voting Agreement has a beneficial interest in or a right to acquire or vote any of the Voting Shares. Upon issuance, the Shares and any Additional Shares will be, free and clear of any lien, charge, claim, security interest, proxy, power of attorney, encumbrance, voting trust or agreement, understanding or arrangement of whatever nature that would adversely affect, or be inconsistent or interfere with, the Stockholder’s ability to vote the Voting Shares in accordance with Section 3 above or the Stockholder’s ability to grant and the Proxy’s ability to exercise the irrevocable proxy and power of attorney pursuant to Section 4 above. The Stockholder has not granted, and prior to the Expiration Date will not grant, any other proxy or voting rights in respect of the Voting Shares to any other person.

(b) The Stockholder has all requisite power, capacity and authority to enter into and perform this Voting Agreement. If this Voting Agreement is being executed in a representative or fiduciary capacity, the person signing this Voting Agreement has full power, capacity and authority to enter into and perform this Voting Agreement. This Voting Agreement has been duly executed and delivered by the Stockholder and constitutes a valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and to general principles of equity.

6. Certain Covenants. Except as provided in this Agreement, each Stockholder shall not, during the term of this Agreement, without the prior written consent of the Company, directly or indirectly: (i) grant any proxies or powers of attorney or enter into any voting trust or other agreement, understanding or arrangement of whatever nature with respect to the Voting Shares held by it that would adversely affect, or be inconsistent or interfere with its ability to vote the Voting Shares in accordance with Section 3 above or its ability to grant and the Proxy’s ability to exercise the irrevocable proxy and power of attorney pursuant to Section 4 above; (ii) pledge, encumber or create a lien on, whether voluntarily or involuntarily or by operation of law, any Voting Shares; or (iii) take any other action that would adversely affect, or be inconsistent or interfere with the provsions of Section 3 or Section 4 above.

7. Effective Date; Term. This Voting Agreement shall remain in effect until the Expiration Date. Notwithstanding anything herein to the contrary, (i) this Voting Agreement shall not be effective or binding on the Stockholders until the closing of the transactions contemplated in the Purchase Agreement, whereupon all the terms and provisions hereof shall automatically become binding, and (ii) this Voting Agreement shall terminate immediately upon termination of the Purchase Agreement, for any reason, prior to closing thereunder.

8. Successors in Interest. The provisions of this Voting Agreement shall be binding upon the successors in interest to any of the Voting Shares. The Stockholders shall not transfer (whether voluntary or involuntary) any Voting Shares, or cause the Company or its transfer agent to record the transfer of the record ownership of any Voting Shares on its books (or issuing a new certificate representing any of the Voting Shares), unless and until the person to whom such Voting Shares are to be transferred shall have executed a written agreement pursuant to which such person becomes a party to this Voting Agreement and agrees to be bound by all the provisions hereof as if such person were an original signatory hereto.

9. Legend. In addition, to any other legend, each certificate representing any of the Voting Shares shall be marked with a legend reading as follows:

THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER) AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON HOLDING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID VOTING AGREEMENT.

At any time after the termination of this Voting Agreement in accordance with Section 7, any holder of a stock certificate legended pursuant to this Section 9 may surrender such certificate to the Company for removal of the legend.

10. Specific Performance. The parties hereto agree and the Stockholders expressly acknowledge that the Company may be irreparably damaged if for any reason the Stockholders fail to perform any of their obligations under this Voting Agreement, and that the Company may not have any adequate remedy at law for money damages in such event. Accordingly the Stockholders agree that in the case of the failure of the Stockholders to perform the Company shall be entitled to specific performance and injunctive and other equitable relief to enforce the performance of this Voting Agreement by the Stockholders, and further agree that any such specific performance and injunctive and/or other equitable relief, in addition to remedies at law or damages, is the appropriate remedy for any such failure to perform, and further agree that the Stockholders will not seek, and agree to waive any requirement for, the securing or posting of a bond in connection with the Company’s seeking or obtaining such equitable relief. This provision is without prejudice to any other rights that the Company may have against the Stockholders for any failure to perform its obligations under this Voting Agreement.

11. Remedies. All remedies, either under this Voting Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

12. Miscellaneous.

12.1. Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Voting Agreement shall be governed by the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction of the state courts of the State of Delaware, for the adjudication of any dispute hereunder, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Voting Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS VOTING AGREEMENT. If any party shall commence an action or proceeding to enforce any provisions of the Voting Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

12.2. Successors and Assigns. Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto. Nothing in this Voting Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective permitted successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Voting Agreement, except as expressly provided by this Voting Agreement.

12.3. Entire Agreement. This Voting Agreement, together with any exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

12.4. Notices, Etc. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a business day, (b) the next business day after the time of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages attached hereto on a day that is not a business day or later than 5:30 p.m. (New York City time) on any business day, (c) the second (2nd) business day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.

12.5. Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party upon any breach or default of another party under this Voting Agreement shall impair any such right, power, or remedy of such party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent, or approval of any kind or character on the part of any party of any breach or default under this Voting Agreement, or any waiver on the part of any party of any provisions or conditions of this Voting Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing or as provided in this Voting Agreement. All remedies, either under this Voting Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

12.6. Counterparts. This Voting Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

12.7. Severability. If any term, provision, covenant or restriction of this Voting Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

12.8. Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

12.9. Amendment and Waiver. Any provision of this Voting Agreement may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only by an agreement in writing of the party against whom enforcement is sought.

12.10. Stock Splits, Stock Dividends, etc.. In the event of any stock split, stock dividend, merger, reorganization, recapitalization or other change in the capital structure of the Company or the acquisition of additional shares of the Company Common Stock or other voting securities of the Company by the Stockholders after the date of this Voting Agreement, the number of Voting Shares subject to the terms of this Voting Agreement shall be adjusted automatically, as appropriate, and all such Voting Shares shall be automatically subject to this Voting Agreement and endorsed with the legend set forth in Section 9.

12.11. Representation by Counsel. Each Stockholder acknowledges that it has been represented by counsel or had the full opportunity to represented by counsel in, the drafting of the Voting Agreement. If a Stockholder has not taken the opportunity available to it to be represented by counsel in this transaction, it has done so with full awareness of the risks of not engaging counsel, has had the opportunity to confer with counsel as to what such risks are, and has knowingly assumed any and all such risks. Any applicable rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in connection with the construction or interpretation of the Voting Agreement.

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IN WITNESS WHEREOF, the parties have executed this Voting Agreement as of the date first above written.

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