Exhibit 4.1


 


DARIOHEALTH CORP


 


_____________. 2020


 


_________


_________


_________


 


Re: Exchange Agreement


 


 


Dear _____:


 


Reference is made to that
certain Common Stock Purchase Warrant issued by DarioHealth Corp., a Delaware corporation (the “Company”),
to _________ (the “Holder”), dated as of September 13, 2018 (the “Warrants”), attached
hereto as Exhibit A, pursuant to which the Company granted the Holder a right to acquire up to an aggregate of _____ shares
of common stock, par value $0.0001 per share (the “Common Stock”), of the Company at a per share exercise price
of $25.00 (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 7, 2018 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.


 


This letter agreement (the “Agreement”)
is intended to document the agreement and understanding with respect to the circumstances under which (i) the Holder shall surrender
the Warrant for cancellation, and (ii) the Company shall issue the Holder restricted shares of Common Stock as set forth herein.


 


The Company and the Holder have agreed as follows:


 


		1.	Surrender of the Warrant. Within 60 days from
the date of this Agreement, the Holder shall surrender the Warrant for cancellation by delivery of the original Warrant (or a
lost warrant affidavit with customary indemnity) to the Company at its office or to the Company’s counsel, Sullivan &
Worcester, LLP, 1633 Broadway, New York, NY 10019, Attention: Oded Har-Even, Esq.



 


		2.	Issuance of Replacement Shares. In connection
with the surrender of the Warrant by the Holder, as set forth herein, and in order to induce the Holder to surrender the Warrant,
upon delivery of the items pursuant to Section 1 hereof, the Company shall issue the Holder an aggregate of _____ shares of Common
Stock (the “Replacement Shares”).



 


		3.	Representations and Warranties of the Holder.
The Holder shall be bound by and observe all the provisions and conditions of the Securities Purchase Agreement applicable to
the Holder and hereby confirms the accuracy of the representations and warranties of the Holder set forth in Section 3.2 of the
Securities Purchase Agreement in all material respects. In addition, the Holder represents and warrants that as of the date of
this Warrant Exchange Agreement, the Holder has not sold the equity securities purchased with the Warrants pursuant to the Securities
Purchase Agreement.



 






     


     


    

 


		4.	Representations and Warranties of the Company.
The Company hereby confirms the accuracy of the representations and warranties of the Company set forth in Section 3.1 of the
Securities Purchase Agreement in all material respects except as such representations and warranties may have been changed, supplemented
or amended by disclosure in SEC Reports filed subsequent to September 13, 2018.



 


		5.	Governing Law and Jurisdiction. This Agreement
and the rights and obligations, of the parties hereunder shall be construed, enforced and interpreted according to the laws of
the State of New York, without giving effect to its principles of conflict or choice of laws. Each party agrees that all legal
proceedings concerning the interpretations and enforcement of this Agreement and the transaction contemplated hereunder shall
be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits
to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District
Court for the Southern District of New York for the adjudication of any dispute hereunder or in connection herewith.



 


		6.	Miscellaneous. This Agreement represents the entire
agreement between the parties with respect to the subject matter hereof and may not be modified or amended except by a written
instrument duly executed by the parties. This Agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and when a counterpart
has been executed by each of the parties hereto, all of the counterparts, when taken together, shall constitute one and the same
agreement. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall
be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and
shall be enforceable in accordance with its terms.



 


 


[signature page follows]


 




     


     


    

 


Please execute this Agreement in the space provided below in
order to evidence your agreement with the terms hereof.




Sincerely,



DARIOHEALTH CORP.


 


	By:	 



Name:


Title:


 





	Date:	 


 




ACCEPTED AND AGREED:


 


HOLDER:


 





	By:	 


Name:


Title:


 





	Date:	 


 




     


     


    

 


EXHIBIT A


 


Prior Warrant


 


See attached.