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).
SECURITIES PURCHASE AGREEMENTSecurities 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”).
AGREEMENT AND PLAN OF MERGER among DARIOHEALTH CORP., TWILL MERGER SUB, INC., TWILL, INC., and BILAL KHAN, solely in his capacity as HOLDERS’ REPRESENTATIVE February 15, 2024Agreement and Plan of Merger • February 21st, 2024 • DarioHealth Corp. • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into and dated as of February 15, 2024, by and among: (i) DarioHealth Corp., a Delaware corporation (“Parent”); (ii) TWILL Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); (iii) Twill, Inc., a Delaware corporation (the “Company”); and (iv) Bilal Khan, solely in his capacity as the representative and agent of the Holders (the “Holders’ Representative”), but solely with respect to the provisions expressly applicable to the Holders’ Representative as set forth herein. Each of Parent, Merger Sub, the Company, and the Holders’ Representative may be individually referred to herein as a “Party” and collectively referred to herein as the “Parties.” Capitalized terms used herein have the meanings ascribed thereto in ARTICLE I or elsewhere in this Agreement as identified in ARTICLE I.
AMENDMENT NO. 1 TO PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 21st, 2024 • DarioHealth Corp. • Surgical & medical instruments & apparatus • New York
THIS AMENDMENT NO. 1 TO PLACEMENT AGENCY AGREEMENT, dated as of January 31, 2024 (this “Amendment”), is by and between DarioHealth Corp., a Delaware corporation (the “Company”) and Aegis Capital Corp., a New York corporation (the “Placement Agent”), a registered broker-dealer and member of the Financial Industry Regulatory Authority.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT AND SUPPLEMENTLoan and Security Agreement and Supplement • February 21st, 2024 • DarioHealth Corp. • Surgical & medical instruments & apparatus
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT AND SUPPLEMENT (this “Amendment”) is dated as of February 15, 2024, and is entered into by and among DARIOHEALTH CORP., a Delaware corporation (“Parent”), PSYINNOVATIONS, INC., a Delaware corporation (together with Parent, each individually, a “Borrower,” and collectively, “Borrower”), LabStyle Innovation Ltd., an Israeli private company (“Guarantor”), AVENUE VENTURE OPPORTUNITIES FUND II, L.P., a Delaware limited partnership (“Avenue 2”) and AVENUE VENTURE OPPORTUNITIES FUND, L.P., a Delaware limited partnership (in the capacity as administrative agent and collateral agent, “Agent,” and, together with Avenue 2, each individually, a “Lender,” and collectively, “Lenders”). Capitalized terms used herein without definition shall have the same meanings given them in the Loan Agreement (defined herein).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 21st, 2024 • 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 (“Shares”) of Series C Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”). The Offering will consist of a minimum of 20,000 Shares ($20,000,000) (“Minimum Offering Amount”) and up to a maximum of 30,000 Shares ($30,000,000) (“Maximum Offering Amount”) which shall be offered on a “reasonable efforts, all or none” basis as to the Minimum Offering Amount and a “reasonable efforts” basis for all amounts in excess of the Minimum Offering Amount. In the event the Offering is oversubscribed, the Company and Placement Agent may, in
LOCK-UP/LEAK-OUT AGREEMENTLeak-Out Agreement • February 21st, 2024 • DarioHealth Corp. • Surgical & medical instruments & apparatus
THIS LOCK-UP/LEAK-OUT AGREEMENT (the “Agreement”) is made and entered into as of the 15th day of February, 2024, between DarioHealth Corp., a Delaware corporation (the “Company”), Titan Trust 2024 I, a Delaware statutory trust (the “Trust”), and WhiteHawk Capital Partners LP, a Delaware limited partnership (“WhiteHawk”). Each of the Company, the Trust and WhiteHawk may be individually referred to herein as a “Party” and collectively referred to herein as the “Parties.”
