LabStyle Innovations Corp. Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 10th, 2017 • DarioHealth Corp. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of January 9, 2017, by and among DarioHealth Corp., 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”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 10th, 2017 • DarioHealth Corp. • Surgical & medical instruments & apparatus

This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 9, 2017, between DarioHealth Corp., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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UNDERWRITING AGREEMENT between DARIOHEALTH CORP. and AEGIS CAPITAL CORP., as Representative of the Several Underwriters DARIOHEALTH CORP.
Underwriting Agreement • March 31st, 2017 • DarioHealth Corp. • Surgical & medical instruments & apparatus • New York

The undersigned, DarioHealth Corp., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of DarioHealth Corp., 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:

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PREFUNDED COMMON STOCK PURCHASE WARRANT DARIOHEALTH CORP.
DarioHealth Corp. • February 21st, 2024 • Surgical & medical instruments & apparatus • New York

THIS PREFUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, as of February 15, 2024 (the “Issue Date”), for value received, Titan Trust 2024 I, a Delaware statutory trust 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 that is [270/360/540/720] days after the Issue Date (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from DarioHealth Corp., a Delaware corporation (the “Company”), up to 2,500,100 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). This Warrant was issued pursuant to that certain Merger Agreement (as defined herein).

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COMMON STOCK PURCHASE WARRANT DARIOHEALTH CORP.
DarioHealth Corp. • March 10th, 2017 • Surgical & medical instruments & apparatus

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, OurCrowd Digital Health L.P. 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 July 10, 2017 (the “Initial Exercise Date”) and on or prior to the close of business on January 9, 2022 (the “Termination Date”) but not thereafter, to subscribe for and purchase from DarioHealth Corp., a Delaware corporation (the “Company”), up to 892,858 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).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 28th, 2021 • DarioHealth Corp. • Surgical & medical instruments & apparatus • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of January 26, 2021, by and among DarioHealth Corp., 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”).

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WARRANT TO PURCHASE COMMON STOCK LABSTYLE INNOVATIONS CORP.
LabStyle Innovations Corp. • March 9th, 2016 • Surgical & medical instruments & apparatus

THIS WARRANT TO PURCHASE COMMON STOCK (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 March 8, 2016 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LabStyle Innovations Corp., a Delaware corporation (the “Company”), up to _____ shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. 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).

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DARIOHEALTH, Corp. Common Stock (par value $0.0001 per share) SALES AGREEMENT
Sales Agreement • October 22nd, 2021 • DarioHealth Corp. • Surgical & medical instruments & apparatus • New York
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LabStyle Innovations Corp. UNDERWRITING AGREEMENT
Underwriting Agreement • March 9th, 2016 • LabStyle Innovations Corp. • Surgical & medical instruments & apparatus • New York

The undersigned, LabStyle Innovations Corp., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as defined below) as being subsidiaries or affiliates of LabStyle Innovations Corp., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representatives (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which H.C. Wainwright & Co., LLC (“HCW”) and Joseph Gunnar & Co. (“Gunnar”) are acting as representatives to the several Underwriters (each, a “Representative” and collectively, the “Representatives”, and if there are no Underwriters other than HCW and Gunnar, references to multiple Underwriters shall be disregarded and the term Representative and Representatives as used herein shall have the same meanings as Underwriter and

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 13th, 2014 • LabStyle Innovations Corp. • Surgical & medical instruments & apparatus • New York

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 12, 2014, by and among LabStyle Innovations Corp., a Delaware corporation, with headquarters located at Halamish 9, Caesarea Industrial Park, 38900, Israel (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (each, a "Buyer" and collectively, the "Buyers").

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Form of Representative’s Warrant Agreement
DarioHealth Corp. • March 31st, 2017 • Surgical & medical instruments & apparatus • New York

THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE DATE OF THE UNDERWRITING AGREEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF THE UNDERWRITING AGREEMENT].

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 21st, 2024 • DarioHealth Corp. • Surgical & medical instruments & apparatus • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of February , 2024, by and among DarioHealth Corp., 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”).

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UNDERWRITING AGREEMENT
Underwriting Agreement • May 22nd, 2019 • DarioHealth Corp. • Surgical & medical instruments & apparatus • New York

The undersigned, DarioHealth Corp., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of DarioHealth Corp., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Craig-Hallum Capital Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 25th, 2017 • DarioHealth Corp. • Surgical & medical instruments & apparatus • Delaware

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of August __, 2017, by and among DarioHealth Corp., 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”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 6th, 2018 • DarioHealth Corp. • Surgical & medical instruments & apparatus • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of September __, 2018, by and among DarioHealth Corp., 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”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 9th, 2016 • LabStyle Innovations Corp. • Surgical & medical instruments & apparatus • Delaware

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of March 3, 2016, by and among LabStyle Innovations Corp., 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”).

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COMMON STOCK PURCHASE WARRANT DARIOHEALTH CORP.
Common Stock Purchase Warrant • March 23rd, 2020 • DarioHealth Corp. • Surgical & medical instruments & apparatus • Delaware

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, The Vitality Group, LLC or its assigns (the “Holder”) is entitled, subject to the vesting terms contained herein, upon the terms and the limitations on exercise and the conditions hereinafter set forth to subscribe for and purchase from DarioHealth Corp., a Delaware corporation (the “Company”), up to 500,000 shares (as subject to vesting and adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (the “Common Stock”). The Warrant Shares shall be issued to the Holder pursuant to annual sales generated by The Vitality Group, LLC (“Vitality”) of the Company’s products as set forth in a Strategic Alliance Agreement between Vitality and the Company, as amended on March 17, 2020 (the “Amended Agreement”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 3(b).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 13th, 2022 • DarioHealth Corp. • Surgical & medical instruments & apparatus • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 9, 2022, by and between DarioHealth Corp., a Delaware corporation (the “Company”), and OrbiMed Royalty & Credit Opportunities III, LP (the “Holder”). The Company and the Holder are referred to each as a “Party” and collectively herein as the “Parties.” Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement.

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PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • September 8th, 2020 • DarioHealth Corp. • Surgical & medical instruments & apparatus • New York

This Placement Agency Agreement (“Agreement”) sets forth the terms upon which Aegis Capital Corp., a New York corporation (“Aegis” or “Placement Agent”), a registered broker-dealer and member of the Financial Industry Regulatory Authority (“FINRA”), shall be engaged by DarioHealth Corp., a Delaware corporation (the “Company”) to act as exclusive Placement Agent in connection with the private placement (the “Offering”) of shares of common stock, par value $0.0001 of the Company (“Common Stock”) issued at the “Minimum Price” (as defined in Nasdaq Rule 5635(d)) rounded down to the nearest whole share. The Company is also offering to certain purchasers, pre-funded warrants to purchase shares of Common Stock, in lieu of purchasing shares of Common Stock (the “Pre-Funded Warrants”). The purchase price of each Pre-Funded Warrant will be equal to the Minimum Price applicable for the closing in which the Pre-Funded Warrants are issued, minus $0.0001, and the exercise price of each Pre-Funded Wa

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 26th, 2015 • LabStyle Innovations Corp. • Surgical & medical instruments & apparatus

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 25, 2015, by and among LabStyle Innovations Corp., a corporation organized under the laws of the State of Delaware (the “Company”), and each of the several purchasers signatory hereto (each, a “Purchaser” and, collectively, the “Purchasers”).

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PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • January 16th, 2013 • LabStyle Innovations Corp. • Surgical & medical instruments & apparatus • New York

LabStyle Innovations Corp., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Spencer Trask Ventures, Inc., a Delaware corporation (the “Placement Agent”) with respect to the matters set forth herein as follows:

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PERSONAL EMPLOYMENT AGREEMENT
Personal Employment Agreement • January 9th, 2015 • LabStyle Innovations Corp. • Surgical & medical instruments & apparatus • Tel-Aviv

THIS PERSONAL EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into this January 8, 2015 by and between LabStyle Innovation Ltd., a company incorporated under the laws of the State of Israel, with its offices at Halamish 9, Cesarea Industrial Park, 38900, Israel (the "Company"), and Zvi Ben-David (Israeli I.D. No. [ ]) residing at 11 Koifman Yechezkel St. Haifa 34780 (the "Employee").

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Series B Common Stock Purchase Warrant
LabStyle Innovations Corp. • August 12th, 2015 • Surgical & medical instruments & apparatus

THIS CERTIFIES THAT, for value received, _____________ (the “Holder”), is entitled to subscribe for and purchase, at the Exercise Price (as defined below), from LabStyle Innovations Corp., a Delaware corporation (the “Company”), shares of the Company’s common stock, par value $0.0001 (the “Common Stock”), at any time prior to 5:00 p.m., New York time, on July 23, 2018 (the “Warrant Exercise Term”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 10th, 2017 • DarioHealth Corp. • Surgical & medical instruments & apparatus • Delaware

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of January 9, 2017, by and among DarioHealth Corp., 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”).

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Contract
Credit Agreement • June 13th, 2022 • DarioHealth Corp. • Surgical & medical instruments & apparatus • New York

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) is the type that DARIOHEALTH CORP. treats as private or confidential. OMISSIONS ARE DENOTED IN BRACKETS WITH ASTERISKS THROUGHOUT THIS EXHIBIT.

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Registration Rights Agreement
Registration Rights Agreement • January 28th, 2021 • DarioHealth Corp. • Surgical & medical instruments & apparatus

This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of January 26, 2021 (the “Effective Date”) between DarioHealth Corp., a Delaware corporation (the “Company”), and the persons who have executed the signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”).

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Common Stock Purchase Warrant
LabStyle Innovations Corp. • August 12th, 2015 • Surgical & medical instruments & apparatus

THIS CERTIFIES THAT, for value received, __________ (the “Holder”), is entitled to subscribe for and purchase, at the Exercise Price (as defined below), from LabStyle Innovations Corp., a Delaware corporation (the “Company”), shares of the Company’s common stock, par value $0.0001 (the “Common Stock”), at any time prior to 5:00 p.m., New York time, on July 23, 2018 (the “Warrant Exercise Term”).

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FORM OF SUBSCRIPTION AGREEMENT
Form of Subscription Agreement • May 13th, 2013 • LabStyle Innovations Corp. • Surgical & medical instruments & apparatus • New York
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WARRANT TO PURCHASE SHARES OF STOCK OF DARIOHEALTH CORP. (Void after May 1, 2028)
DarioHealth Corp. • May 5th, 2023 • Surgical & medical instruments & apparatus • Delaware

This certifies that AVENUE VENTURE OPPORTUNITIES FUND, L.P., a Delaware limited partnership, or permitted assigns (“Holder”), for value received, is entitled to purchase from DARIOHEALTH CORP., a Delaware corporation (“Company”), the Applicable Number (hereinafter defined) of fully paid and nonassessable shares of the Company’s Common Stock (the “Common Stock”), for cash, at a purchase price per share equal to the Stock Purchase Price (hereinafter defined). Holder may also exercise this Warrant on a cashless or “net issuance” basis as described in Section 1(b) below, and this Warrant shall be deemed to have been exercised in full on such basis on the Expiration Date (hereinafter defined), to the extent not fully exercised prior to such date. This Warrant is issued in connection with that certain Loan and Security Agreement and Supplement thereto, both of even date herewith (as amended, restated and supplemented from time to time, the “Loan Agreement” and the “Supplement”, respectively)

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 13th, 2014 • LabStyle Innovations Corp. • Surgical & medical instruments & apparatus • New York

SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of February 12, 2014, by and among LabStyle Innovations Corp., a Delaware corporation, with headquarters located at Halamish 9, Caesarea Industrial Park, 38900, Israel (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").

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LOAN AND SECURITY AGREEMENT Dated as of May 1, 2023 between DARIOHEALTH CORP., a Delaware corporation (“Company”), PSYINNOVATIONS, INC., a Delaware corporation as a borrower (together with Company, each individually, a “Borrower”, and collectively,...
Loan and Security Agreement • May 5th, 2023 • DarioHealth Corp. • Surgical & medical instruments & apparatus • New York
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WARRANT AGENT AGREEMENT
Warrant Agent Agreement • March 9th, 2016 • LabStyle Innovations Corp. • Surgical & medical instruments & apparatus • New York

WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of March 8, 2016 (the “Issuance Date”) between LabStyle Innovations Corp., a company incorporated under the laws of the State of Delaware (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).

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PERSONAL EMPLOYMENT AGREEMENT
Personal Employment Agreement • March 9th, 2021 • DarioHealth Corp. • Surgical & medical instruments & apparatus • Tel-Aviv

THIS PERSONAL EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into this February 1, 2021 by and between Upright Technologies Ltd., a company incorporated under the laws of the State of Israel (the "Company"), and Employee Oded Cohen (Israeli I.D. 13518931) residing at Hatomer 36, Savion, Israel (the "Employee").

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Form of Series A Warrant
LabStyle Innovations Corp. • March 9th, 2016 • Surgical & medical instruments & apparatus

THIS CERTIFIES THAT, for value received, [___________________________] (the “Holder”), is entitled to subscribe for and purchase, at the Exercise Price (as defined below), from LabStyle Innovations Corp., a Delaware corporation (the “Company”), shares of the Company’s common stock, par value $0.0001 (the “Common Stock”), at any time prior to 5:00 p.m., New York time, on March [__], 2021 (the “Warrant Exercise Term”).

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LABSTYLE INNOVATIONS CORP]
LabStyle Innovations Corp. • November 2nd, 2015 • Surgical & medical instruments & apparatus • New York

Reference is made to that certain Common Stock Purchase Warrant issued by LabStyle Innovations Corp., a Delaware corporation (the "Company"), to _______________. (the "Purchaser"), dated as of September 23, 2014 (the "Warrant"), attached hereto as Exhibit A, pursuant to which the Company granted the Purchaser a right to acquire up to an aggregate of ___________ shares of common stock, par value $0.0001 per share, of the Company at a per share exercise price of $0.0951 (subject to certain adjustments as provided in the Warrant). The Warrant is one of a series of similar warrants issued by the Company pursuant to that certain Securities Purchase Agreement dated September 23, 2014 by and among the Company and the purchasers identified therein (the "Securities Purchase Agreement"). Capitalized terms not otherwise defined herein shall have the meanings given to them in the Securities Purchase Agreement and the Warrant.

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