Exhibit 4.3


 





Form of Series A Warrant


 


NEITHER THIS SECURITY NOR THE SECURITIES
INTO WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, 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 COMPANY
TO SUCH EFFECT. 


  


 


	Warrant No.                         	March
    [    ], 2016


 


LABSTYLE INNOVATIONS CORP.


Series A Common Stock Purchase Warrant


 


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”).


 


This Warrant is issued
in accordance with, and subject to, the terms and conditions described in the Securities Purchase Agreement, dated March [__],
2016, between the initial Holder and the Company (the “Purchase Agreement”) entered into in connection
with the private placement offering of the Company (the “Offering”) described in the Purchase Agreement.


 


All capitalized terms
used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement.


 


This Warrant is subject to the following
terms and conditions:


 


1.           Shares.
The Holder has, subject to the terms set forth herein, the right to purchase up to an aggregate of [_______] shares of Common Stock
(the “Warrant Shares”) at a per share exercise price of $[______], subject to adjustment
as provided for herein (the “Exercise Price”).


 


2.           Exercise of
Warrant.


 


(a)           Exercise.
This Warrant may be exercised by the Holder at any time prior to the Warrant Exercise Term, in whole or in part, by delivering
the notice of exercise attached as Exhibit A hereto (the “Notice of Exercise”), duly executed
by the Holder to the Company at its principal office, or at such other office as the Company may designate, accompanied by payment,
by wire transfer of immediately available funds to the order of the Company to an account designated by the Company, of the amount
obtained by multiplying the number of Warrant Shares designated in the Notice of Exercise by the Exercise Price (the “Purchase
Price”). For purposes hereof, “Exercise Date” shall mean the date on which all deliveries required
to be made to the Company upon exercise of this Warrant pursuant to this Section 2(a) shall have been made. The
Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. No originals of the Notice
of Exercise shall be required to be delivered, nor shall any medallion guarantee (or any other type of guarantee or notarization)
of any Notice of Exercise shall be required. 


 






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(b)            Cashless Exercise.
 


 


(i) Notwithstanding
anything contained herein to the contrary, if and only if a registration statement covering the resale of all or any portion of
the Warrant Shares is not available for the resale of such Warrant Shares (such unregistered portion of the Warrant Shares, the
“Unavailable Warrant Shares”), the Holder may, in its sole discretion, exercise this Warrant solely with
respect to the Unavailable Warrant Shares and, in lieu of making the cash payment otherwise contemplated to be made to the Company
upon such exercise in payment of the aggregate Exercise Price for such Unavailable Warrant Shares, elect instead to exercise the
Warrant on a cashless basis as described in paragraph (ii) below.


 


(ii) Upon a “cashless
exercise”, the Holder shall be entitled to receive the number of Warrant Shares equal to the quotient obtained by dividing
(A-B) (X) by (A), where:


 


	 	(A)	= the VWAP on the Trading Day immediately preceding the Exercise Date;


 


	 	(B)	= the Exercise Price of the Warrant, as adjusted as set forth herein; and


 


	 	(X)	= the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.


 


If the Warrant Shares are issued in such
a cashless exercise, the Company acknowledges and agrees that, in accordance with Section 3(a)(9) of the Securities Act, the Warrant
Shares shall take on the registered characteristics of the Warrants being exercised and the Company agrees not to take any position
contrary thereto.


 


(c)            Issuance of
Certificates. As soon as practicable after the exercise of this Warrant, in whole or in part, in accordance with Section 2(a)
hereof (and in no event later than two (2) Trading Days following the delivery of the Notice of Exercise), the Company, at its
expense, shall cause to be issued in the name of and delivered to the Holder: (i) a certificate or certificates for (or, if applicable,
by delivery through the facilities of the Depository Trust Company in electronic form of) the number of fully paid and non-assessable
Warrant Shares to which the Holder shall be entitled upon such exercise and, if applicable, (ii) a new warrant of like tenor to
purchase all of the Warrant Shares that may be purchased pursuant to the portion, if any, of this Warrant not exercised by the
Holder. The Holder shall for all purposes hereof be deemed to have become the Holder of record of such Warrant Shares on the date
on which the Notice of Exercise and payment of the Purchase Price in accordance with Section 2(a) hereof were delivered and made,
respectively, irrespective of the date of delivery of such certificate or certificates, except that if the date of such delivery,
notice and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become
the holder of record of such Warrant Shares at the close of business on the next succeeding date on which the stock transfer books
are open.


 






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(d)           Taxes.
The issuance of the Warrant Shares upon the exercise of this Warrant, and the delivery of certificates or other instruments representing
such Warrant Shares, shall be made without charge to the Holder for any tax or other charge of whatever nature in respect of such
issuance and the Company shall bear any such taxes in respect of such issuance.


 


3.           Adjustment
of Exercise Price.


 


(a)           Adjustment
for Reclassification, Consolidation or Merger. If while this Warrant, or any portion hereof, remains outstanding and unexpired
there shall be (i) a reorganization or recapitalization (other than a combination, reclassification, exchange or subdivision of
shares otherwise provided for herein), (ii) a merger or consolidation of the Company with or into another corporation or other
entity in which the Company shall not be the surviving entity, or a reverse merger in which the Company shall be the surviving
entity but the shares of the Company’s capital stock outstanding immediately prior to the merger are converted by virtue
of the merger into other property, whether in the form of securities, cash or otherwise, or (iii) a sale or transfer of the Company’s
properties and assets as, or substantially as, an entirety to any other corporation or other entity in one transaction or a series
of related transactions, then, as a part of such reorganization, recapitalization, merger, consolidation, sale or transfer, unless
otherwise directed by the Holder, all necessary or appropriate lawful provisions shall be made so that the Holder shall thereafter
be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price
then in effect, the greatest number of shares of capital stock or other securities or property that a holder of the Warrant Shares
deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, recapitalization, merger,
consolidation, sale or transfer if this Warrant had been exercised immediately prior to such reorganization, recapitalization,
merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 3. If the per share consideration
payable to the Holder for Warrant Shares in connection with any such transaction is in a form other than cash or marketable securities,
then the value of such consideration shall be determined in good faith by the Company’s Board of Directors. The foregoing
provisions of this paragraph shall similarly apply to successive reorganizations, recapitalizations, mergers, consolidations, sales
and transfers and to the capital stock or securities of any other corporation that are at the time receivable upon the exercise
of this Warrant. In all events, appropriate adjustment shall be made in the application of the provisions of this Warrant with
respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Warrant shall be
applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable or issuable
after such reorganization, recapitalization, merger, consolidation, sale or transfer upon exercise of this Warrant.


 


(b)           Adjustments
for Split, Subdivision or Combination of Shares. If while this Warrant, or any portion hereof, remains outstanding and unexpired
the Company shall subdivide (by any stock split, stock dividend, recapitalization, reorganization, reclassification or otherwise)
the shares of Common Stock subject to acquisition hereunder, then, upon the effective date of such subdivision, the Exercise Price
in effect immediately prior to such subdivision will be proportionately reduced and the number of shares of Common Stock subject
to acquisition upon exercise of the Warrant will be proportionately increased. If the Company at any time combines (by reverse
stock split, recapitalization, reorganization, reclassification or otherwise) the shares of Common Stock subject to acquisition
hereunder, then, upon the effective date of such combination, the Exercise Price in effect immediately prior to such combination
will be proportionately increased and the number of shares of Common Stock subject to acquisition upon exercise of the Warrant
will be proportionately decreased.


 






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(c)            Adjustment
Upon Issuance of Common Stock. If and whenever on or after the date hereof and prior to the date that is eight months from
the date hereof (March 8, 2017) (the “Applicable Period”), the Company issues, sells or delivers, or in accordance
with this Section 4 is deemed to have issued, sold or delivered, any Common Stock (including the issuance, sale or delivery of
Common Stock owned or held by or for the account of the Company, but excluding any Excluded Securities (as hereinafter defined)
issued or sold or deemed to have been issued, sold or delivered) for a consideration per share less than a price equal to the Exercise
Price in effect immediately prior to such issuance, sale or delivery or deemed issuance, sale or delivery (such Exercise Price
then in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”),
then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to the New Issuance Price (as
hereinafter defined).


 


  For all
purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and consideration per share under
this Section 3(c)), the following shall be applicable:


 


(i) Issuance of
Options. If the Company grants or sells any Options (as hereinafter defined) (other than Options that qualify as Excluded Securities)
during the Applicable Period and the lowest price per share for which one share is issuable upon the exercise of any such Option
or upon conversion, exercise or exchange of any Convertible Securities (as hereinafter defined) issuable upon exercise of any such
Option is less than the Applicable Price, then such share shall be deemed to be outstanding and to have been issued and sold or
delivered by the Company at the time of the granting or sale of such Option for the New Issuance Price. For purposes of this Section
3(c)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options
or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option” shall be
equal to (1) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any
one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise
or exchange of any Convertible Security issuable upon exercise of such Option minus (2) the sum of all amounts paid or payable
to the holder of such Option (or any other person or entity) upon the granting or sale of such Option, upon exercise of such Option
and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option plus the value of any
other consideration received or receivable by, or benefit conferred on, the holder of such Option (or any other person or entity).
Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares
of Common Stock or of such Convertible Securities upon the exercise of such Options.


 


(ii) Issuance of
Convertible Securities. If the Company issues or sells any Convertible Securities (other than Convertible Securities that qualify
as Excluded Securities) during the Applicable Period and the lowest price per share for which one share of Common Stock is issuable
upon the conversion, exercise or exchange thereof is less than the Applicable Price, then such share of Common Stock shall be deemed
to be outstanding and to have been issued and sold or delivered by the Company at the time of the issuance or sale of such Convertible
Securities for the New Issuance Price. For the purposes of this Section 3(c)(ii), the “lowest price per share for which one
share of Common Stock is issuable upon the conversion, exercise or exchange thereof” shall be equal to (x) the sum of the
lowest amounts of consideration (if any) received or receivable by the Company with respect to one share of Common Stock upon the
issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security minus (2) the
sum of all amounts paid or payable to the holder of such Convertible Security (or any other person or entity) upon the issuance
or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred
on, the holder of such Convertible Security (or any other person or entity). Except as contemplated below, no further adjustment
of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange
of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any Options
for which adjustment of Warrants has been or is to be made pursuant to other provisions of this Section 3(c), except as contemplated
below, no further adjustment of the Exercise Price shall be made by reason of such issue, sale or delivery.


 






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(iii) Change in
Option Price. If during the Applicable Period the purchase or exercise price provided for in any Options, the additional consideration,
if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities or the rate at which any Convertible
Securities are convertible into or exercisable or exchangeable for Common Stock increases or decreases at any time, the Exercise
Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect
at such time had such revised terms been in effect. For purposes of this Section 3(c)(iii), if the terms of any Option or Convertible
Security that was outstanding as of the original issuance of the Warrants are increased or decreased in the manner described in
the immediately preceding sentence, then such Option or Convertible Security and the shares of Common Stock deemed issuable upon
exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment
pursuant to this Section 3(c) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.
[For purposes of clarity, if the Company enters into a Variable Rate Transaction (as hereinafter defined), the Company shall be
deemed to have issued Common Stock, Options or Convertible Securities at the lowest possible conversion or exercise price at which
such securities may be converted or exercised. For purposes herein, no Variable Rate Transaction shall be Excluded Securities.


 


(d)           Other Events.
If any event occurs of the type contemplated by the provisions of Section 3(a) or (b) but not expressly provided for by such provisions
(including, without limitation, the granting of stock appreciation rights, Adjustment Rights, phantom stock rights or other rights
with equity features to all holders of Common Stock for no consideration), then the Company's Board of Directors will, at its discretion
and in good faith, make an adjustment in the Exercise Price and the number of Warrant Shares or designate such additional consideration
to be deemed issuable upon exercise of a Warrant, so as to protect the rights of the registered Holder. No adjustment to the Exercise
Price will be made pursuant to more than one sub-section of this Section 3 in connection with a single issuance.


 


(e)           Notice of Adjustments.
Upon any adjustment of the Exercise Price and any increase or decrease in the number of Warrant Shares purchasable upon the exercise
of this Warrant, then, and in each such case, the Company, within 15 days thereafter, shall give written notice thereof to the
Holder at the address of such Holder as shown on the books of the Company, which notice shall state the Exercise Price as adjusted
and, if applicable, the increased or decreased number of Warrant Shares purchasable upon the exercise of this Warrant, setting
forth in reasonable detail the method of calculation of each.


 


4.           Notices.
Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered in accordance
with Section 5.4 of the Purchase Agreement.


 


5.           Legends.
Unless the Warrant Shares are registered for resale with the Commission, each certificate evidencing the Warrant Shares issued
upon exercise of this Warrant shall be stamped or imprinted with a legend required pursuant to the Purchase Agreement.


 


6.           Removal of
Legend. Upon request of a holder of a certificate with the legends required by Section 5 hereof, the Company shall issue to
such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received an opinion
of counsel satisfactory to the Company in form and substance to the effect that any transfer by such holder of the Warrant Shares
evidenced by such certificate will not violate the Securities Act or any applicable state securities laws.


 


7.           Fractional
Shares. No fractional Warrant Shares will be issued in connection with any exercise hereunder. Instead, the Company shall round
up, as nearly as practicable to the nearest whole Share, the number of Warrant Shares to be issued.


 






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8.           Rights of
Stockholders. Except as expressly provided herein, the Holder, as such, shall not be entitled to vote or be deemed the holder
of the Warrant Shares or any other securities of the Company that may at any time be issuable on the exercise hereof for any purpose,
nor shall anything contained herein be construed to confer upon the Holder, as such, any of the rights of a stockholder of the
Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof,
or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification
of stock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or otherwise
until this Warrant shall have been exercised and the Warrant Shares purchasable upon the exercise hereof shall have been issued,
as provided herein.


 


9.           No Transfer.
This Warrant shall be assignable and transferable, provided that no such assignment and transfer shall be valid unless (a) the
same shall be valid under and undertaken in accordance with applicable law, rule or regulation and (b) the provisions of Sections
4.1 and 5.7 of the Purchase Agreement shall be adhered to as a condition to such transfer or assignment.


 


10.           Definitions.


 


As used herein, the following terms shall
have the following meanings:


 


“Adjustment Right” means any
right granted with respect to any securities issued in connection with, or with respect to, any issuance, sale or delivery (or
deemed issuance, sale or delivery in accordance with Section 3) of Common Stock (other than rights of the type described in Sections
3(a) and 3(b) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with
respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights)
but excluding anti-dilution and other similar rights (including pursuant to Section 3(c) of this Agreement).


 


“Approved Stock Plan”
means any employee benefit plan which has been approved by the board of directors of the Company prior to or subsequent to the
date hereof pursuant to which Common Stock and options to purchase Common Stock may be issued to any employee, consultant, officer
or director or other service provider for services provided to the Company in their capacity as such.


 


“Convertible Securities”
means any notes, rights, warrants or other securities (other than Options) that are at any time and under any circumstances, directly
or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, shares
of Common Stock.


 






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“Excluded Securities”
means (1) Common Stock or options or other rights to purchase Common Stock or other awards issued to directors, officers, employees,
consultants or other service providers of the Company in their capacity as such pursuant to an Approved Stock Plan, provided that
(A) all such issuances (taking into account the Common Stock issuable upon exercise of such options) after the date hereof pursuant
to this clause (i) do not, in the aggregate, exceed more than 30% of the Common Stock issued and outstanding immediately prior
to the date hereof; provided however, that such issuances to consultants or other service providers do not, in each instance in
the aggregate, exceed more than 5% of the Common Stock issued and outstanding immediately prior to the date hereof, and (B) the
exercise price of any such options is not lowered, none of such options are amended to increase the number of shares issuable thereunder
in each case other than pursuant to the terms hereof (including any anti-dilution provisions contained therein) and none of the
terms or conditions of any such options are otherwise materially changed in any manner that adversely affects any of the holders
of Warrants; (2) Common Stock issued upon the conversion or exercise of Convertible Securities (other than options or other rights
to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the date
hereof, provided that the conversion price of any such Convertible Securities (other than options or other rights to purchase Common
Stock issued pursuant to an Approved Stock Plan that are covered by clause (1) above) is not lowered through the amendment or waiver
of such Convertible Security, none of such Convertible Securities (other than options or other rights to purchase Common Stock
issued pursuant to an Approved Stock Plan that are covered by clause (1) above) are amended to increase the number of shares issuable
thereunder and none of the terms or conditions of any such Convertible Securities (other than options or other rights to purchase
Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (1) above) are otherwise materially changed in
any manner that adversely affects any of the holders of Warrants; (3) Common Stock issuable upon exercise of the Warrants; and
(4) securities issuable in connection with strategic license agreements, other partnering arrangements or acquisitions or mergers
where the purchaser or acquirer of the securities in such issuance solely consists of (A) either (x) the actual participants in
such strategic license, strategic alliance, strategic partnership or other partnering arrangements, (y) the actual owners of such
assets or securities acquired in such acquisition or merger or (z) the stockholders, partners or members of the foregoing persons
or entities and (B) number or amount of securities issued to such person or entity by the Company shall not be disproportionate
(as determined in good faith by the Board of Directors of the Company) to either (x) the fair market value of such person’s
or entity’s actual contribution to such strategic alliance or strategic partnership or (y) the proportional ownership of
such assets or securities to be acquired by the Company, as applicable; provided, that, notwithstanding the foregoing, such purchaser
or acquirer of the securities in such issuance shall not include any person regularly engaged in the business of buying or selling
securities.


 


“New Issuance Price”
means a price (calculated to the nearest cent) determined in accordance with the following formula:


 


EP2 = EP1* (A + B)
÷ (A + C).


 


For purposes of the foregoing formula,
the following definitions shall apply:


 


	 	(a)	“EP2” shall mean the adjusted Exercise Price;


 


	 	(b)	“EP1” shall mean the Exercise Price in effect immediately prior to such issuance of Common Stock;


 


	 	(c)	“A” shall mean the number of shares of Common Stock outstanding immediately prior to such issue of additional Common Stock including the issuance, sale or delivery of Common Stock owned or held by or for the account of the Company, (treating for this purpose as outstanding all shares of Common Stock issuable upon exercise of Options outstanding immediately prior to such issue or upon conversion or exchange of Convertible Securities outstanding (assuming exercise of any outstanding Options therefor) immediately prior to such issue);  


 


	 	(d)	“B” shall mean the number of shares of Common Stock that would have been issued if such additional shares of Common Stock had been issued at an Exercise Price equal to EP1 (determined by dividing the aggregate consideration received by the Company in respect of such issue by EP1); and


 


	 	(e)	“C” shall mean the number of such additional shares of Common Stock issued in such transaction.


 





“Options” means any
rights, warrants or options to subscribe for or purchase Common Stock or Convertible Securities.




 






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“Trading Day” means any day
on which the Common Stock is traded on the Trading Market, or, if the Trading Market is not the principal trading market for the
Common Stock, then on the principal securities exchange or securities market in the United States on which the the Common Stock
is then traded, provided that “Trading Day” shall not include any day on which the Common Stock is are scheduled to
trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the
final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time
of trading on such exchange or market, then during the hour ending at 4:00 P.M., New York City time).


 


“Trading Market” means NYSE
MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange.


 


“Variable Rate Transaction”
means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable
or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise
price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the Common
Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price
that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence
of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock
or (ii) enters into any agreement, including, but not limited to, an equity line of credit, whereby the Company may issue securities
at a future determined price.


 


“VWAP” means, for any
date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted
on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day
from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) the volume weighted average price of the Common Stock
for such date (or the nearest preceding date) on the Nasdaq Capital Market, (c) if the Common Stock are not then listed or quoted
for trading on the Nasdaq Capital Market and if prices for the Common Stock are then reported in the OTCQB maintained by OTC Markets
Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per
share of Common Stock so reported, or (d) in all other cases, the fair market value of the Common Stock as determined by an independent
appraiser selected in good faith by the Company, the fees and expenses of which shall be paid by the Company.


 


11.           Miscellaneous.


 


(a)           This Warrant
and disputes arising hereunder shall be governed by and construed and enforced in accordance with the laws of the State of Delaware
applicable to agreements made and to be performed wholly within such State, without regard to its conflict of law rules. Any action
brought by either party against the other concerning the transaction contemplated by this Warrant shall be brought only in the
state courts of Delaware or in the federal courts located in the state of Delaware. The parties to this Warrant hereby irrevocably
waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack
of jurisdiction or venue or based upon forum non conveniens. The Company and Holder waive trial by jury.


 


(b)           The headings
in this Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof.



 






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(c)           The covenants
of the respective parties contained herein shall survive the execution and delivery of this Warrant.


 


(d)           The terms of
this Warrant shall be binding upon and shall inure to the benefit of any successors or permitted assigns of the Company and of
the Holder and of the Warrant Shares issued or issuable upon the exercise hereof.


 


(e)           This Warrant
and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties
with regard to the subject hereof.


 


(f)           The Company
shall not, by amendment of its Certificate of Incorporation or Bylaws, or through any other means, directly or indirectly, avoid
or seek to avoid the observance or performance of any of the terms of this Warrant and shall at all times in good faith assist
in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect
the rights of the Holder contained herein against impairment.


 


(g)           Upon receipt
of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case
of any such loss, theft or destruction, upon delivery of an indemnity agreement reasonably satisfactory in form and amount to the
Company, or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the Company, at its expense,
will execute and deliver to the Holder, in lieu thereof, a new Warrant of like date and tenor.


 


(h)           This Warrant
and any provision hereof may be amended, waived or terminated only by an instrument in writing signed by the Company and the Holder.


 


(i)           The
remedies provided in this Warrant shall be cumulative and in addition to all other remedies available under this Warrant and the
other Transaction Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief),
and nothing herein shall limit the right of the Holder to pursue actual damages for any failure by the Company to comply with
the terms of this Warrant. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm
to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event
of any such breach or threatened breach, the holder of this Warrant shall be entitled, in addition to all other available remedies,
to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security
being required.


 


 


IN WITNESS WHEREOF,
the Company has caused this Warrant to be signed by its duly authorized officer.


 


 





	 	 	 	 
	 	LABSTYLE INNOVATIONS CORP. 	 
	 	 	 	 
	 	 	 	 
	 	By: 	 	 
	 	 	Name: 	 
	 	 	Title:   	 
	 	 	 	 










  




    	 	9	 



     


    

 


Exhibit A


 


NOTICE OF EXERCISE


 


		TO:	LabStyle Innovations Corp., attention: President



 


The undersigned hereby
elects to purchase the below referenced shares (the “Warrant Shares”) of Common Stock of LabStyle Innovations
Corp. (the “Company”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase
price of such Warrant Shares in full. Payment of the purchase price is being made by:


 


		____________	 a cash exercise with respect to _________________ Warrant
Shares; or



		____________	 a "cashless exercise" with respect to _______________
Warrant Shares 
	 	 	 (if permitted pursuant to Section 2(b) of the Warrant).



 


Please issue a certificate
or certificates representing said shares in the name of the undersigned or in such other name as is specified below:


 


		1.	Name: __________________________________________________



		2.	Address: ________________________________________________



		3.	DWAC Instructions (if applicable): ___________________________________________



 


The undersigned
hereby represents and warrants the following:


 


(a)            It (i) has
such knowledge and experience in financial and business affairs that he/she/it is capable of evaluating the merits and risks involved
in purchasing the Warrant Shares, (ii) is able to bear the economic risks involved in purchasing the Warrant Shares, and (iii)
is a “non-US person” as defined in Regulation S promulgated under the Securities Act of 1933, as amended;


 


(b)           In making the
decision to purchase the Warrant Shares, it has relied solely on independent investigations made by it and has had the opportunity
to ask questions of, and receive answers from, the Company concerning the Warrant Shares, the financial condition, prospective
business and operations of the Company and has otherwise had an opportunity to obtain any additional information, to the extent
that the Company possess such information or could acquire it without unreasonable effort or expense;


 


(c)            Its overall
commitment to investments that are not readily marketable is not disproportionate to its net worth and income, and the purchase
of the Warrant Shares will not cause such overall commitment to become disproportionate; it can afford to bear the loss of the
purchase price of the Warrant Shares;


 


(d)           It has no present
need for liquidity in its investment in the Warrant Shares; and


 


(e)           It acknowledges
that the transaction contemplated in connection with the purchase of the Warrant Shares has not been reviewed or approved by the
Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any
state, and that no such agency has passed on or made any recommendation or endorsement of any of the securities contemplated hereby.


 


 





	 	 	 
	 	(Signature and Date) 	 




 


 


 


 


 



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