0001104659-20-103052 Sample Contracts

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 • September 8th, 2020 • DarioHealth Corp. • Surgical & medical instruments & apparatus • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of _______, 2020 (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”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • September 8th, 2020 • DarioHealth Corp. • Surgical & medical instruments & apparatus • New York
AMENDMENT NO. 1 TO PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • September 8th, 2020 • DarioHealth Corp. • Surgical & medical instruments & apparatus • New York

THIS AMENDMENT NO. 1 TO PLACEMENT AGENCY AGREEMENT, dated as of July 30, 2020 (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.

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