Exhibit 4.5




 


 





FORM OF WARRANT


 


 


THIS WARRANT AND THE SECURITIES
ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER
APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF
COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, WHICH OPINION SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.


 


	No. FW – ___	October ___, 2012


 


LABSTYLE INNOVATIONS CORP.


Finder Warrant


 


THIS CERTIFIES THAT,
for value received, ________________ (the “Holder”), or the Holder’s approved assigns, 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”),
for a term (the “Warrant Exercise Term”) beginning on the date first written above and ending at 5:00
p.m., Eastern time, on at any time prior to October 12, 2015.


 


This Finder Warrant
(this “Warrant”) is being issued pursuant to that certain Finder’s Agreement dated September 21, 2012
between the Company and ___________________.


 


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 (the “Shares”) of Common Stock at a per share exercise price of $1.50 (the “Exercise
Price”). The Exercise Price is subject to adjustment as provided in Section 3 hereof.


 


2.Exercise of
Warrant.


 


(a)Exercise.
This Warrant may be exercised by the Holder at any time during the Warrant Exercise Term, in whole or in part (but subject to the
proviso in Section 1 hereof), 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 (except in the case of Section 2(b) below) by payment, in cash or 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
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.


 






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(b)In addition to
the provisions of Section 2(a) above, at any time, the Holder may, in its sole discretion, exercise all or any part of this Warrant
in a “cashless” or “net-issue” exercise (a “Cashless Exercise”) by delivering to the
Company (1) the Notice of Exercise and (2) the original Warrant, pursuant to which the Holder shall surrender the right to receive
upon exercise of this Warrant the full number of Warrant Shares set forth in Section 1 hereof and instead, without cash payment,
shall receive a number of Warrant Shares calculated by using the following formula:


 


X =Y (A - B)


A


 


with:X = the number of Warrant
Shares to be issued to the Holder


 


Y =the
number of Warrant Shares with respect to which the Warrant is being exercised


 


A =the
fair value per share of Common Stock on the date of exercise of this Warrant


 


B
=the then-current Exercise Price of the Warrant


 


Solely for the purposes
of this paragraph, “fair value” per share of Common Stock shall mean (A) the average of the closing sales prices, as
quoted on the primary national or regional stock exchange on which the Common Stock is listed, or, if not listed, on the Nasdaq
Market if quoted thereon, or, if not listed or quoted, the OTC Bulletin Board (or any tier of the OTC Markets) if quoted thereon,
on the twenty (20) trading days immediately preceding the date on which the Notice of Exercise is deemed to have been sent to the
Company, or (B) if the Common Stock is not publicly traded as set forth above, as reasonably and in good faith determined by the
Board of Directors of the Company as of the date which the Notice of Exercise is deemed to have been sent to the Company.


 


For purposes of Rule
144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless
exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for such shares shall be deemed
to have commenced, on the date this Warrant was originally issued.


 


(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)
or 2(b) hereof, 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 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 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 Shares
on the date on which the Notice of Exercise and payment of the Purchase Price in accordance with Section 2(a) hereof or upon cashless
exercise in accordance with Section 2(b) 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 Shares at the close of
business on the next succeeding date on which the stock transfer books are open.


 


(d)Taxes.
The issuance of the Shares upon the exercise of this Warrant, and the delivery of certificates or other instruments representing
such 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.


 






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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 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 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 the Company shall at any time subdivide (by any stock split, stock dividend,
recapitalization, reorganization, reclassification or otherwise) the shares of Common Stock subject to acquisition hereunder, then,
after the date of record for effecting 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, after the record date for effecting 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.


 


(c)Adjustments
for Dividends in Stock or Other Securities or Property. If while this Warrant, or any portion hereof, remains outstanding and
unexpired, the holders of any class of securities as to which purchase rights under this Warrant exist at the time shall have received
or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive, without
payment therefor, other or additional stock or other securities or property (other than cash) of the Company by way of dividend,
then and in each case, this Warrant shall represent the right to acquire, in addition to the number of shares of such class of
security receivable upon exercise of this Warrant, and without payment of any additional consideration therefor, the amount of
such other or additional stock or other securities or property (other than cash) of the Company that such holder would hold on
the date of such exercise had it been the holder of record of the class of security receivable upon exercise of this Warrant on
the date hereof and had thereafter, during the period from the date hereof to and including the date of such exercise, retained
such shares and/or all other additional stock available to it as aforesaid during said period, giving effect to all adjustments
called for during such period by the provisions of this Section 3.


 






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(d)Notice of Adjustments.
Upon any adjustment of the Exercise Price purchasable upon the exercise of this Warrant, then, and in each such case, the Company,
within 30 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, setting forth in reasonable detail the method of calculation
of each.


 


4.Notices.
All notices, requests, consents and other communications required or permitted under this Warrant shall be in writing and shall
be deemed duly given upon receipt, when delivered personally or by courier, overnight delivery service or confirmed facsimile (printed
receipt), or 48 hours after being deposited in the regular mail as certified or registered mail (airmail if sent internationally)
with postage prepaid, addressed (a) if to the Holder, to the address and contact information of the Holder most recently furnished
in writing to the Company and (b) if to the Company, to 40 E. Main Street, Newark, DE 19711, Fax Number: (646) 349-3180, Attention:
Oren Fuerst, with a copy, which shall not constitute notice, to: Ellenoff Grossman & Schole LLP, 150 E. 42nd Street,
11th Floor, New York, NY 10017, Fax Number: (212) 370-7889, Attention: Lawrence A. Rosenbloom, Esq., or as subsequently
modified by written notice to the Holder.


 


5.Legends.
Each certificate evidencing the Shares issued upon exercise of this Warrant shall be stamped or imprinted with a legend substantially
in the following form:


 


THIS SECURITY HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED OR OTHERWISE
SOLD UNLESS IT HAS BEEN REGISTERED UNDER SUCH ACT AND ALL SUCH APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPTION OF COUNSEL
REASONABLY SATISFACTORY TO THE ISSUER THAT APPLICABLE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS IS AVAILABLE.”


 


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 Shares evidenced
by such certificate will not violate the Act or any applicable state securities laws.


 


7.Fractional
Shares. No fractional 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 Shares to be issued.


 






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8.Rights of
Stockholders. Except as expressly provided in Section 3(c) hereof, the Holder, as such, shall not be entitled to vote or receive
dividends or be deemed the holder of the 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 Shares purchasable upon the exercise hereof shall have
been issued, as provided herein.


 


9.No Transfer.
This Warrant is not assignable or transferable without the Company’s prior written consent.


 


10.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.


 


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


 


(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 assigns of the Company and any approved
successors or assigns of the Holder and of the 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 the 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.





 


[Signature Page Follows]


 






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


 


 


LABSTYLE INNOVATIONS CORP.


 


 


 


By:                                                        


Name: Oren Fuerst


Title: Chief Executive Officer


 






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Exhibit A


NOTICE OF EXERCISE


 


TO:LabStyle Innovations Corp.


Attention: President


 


The undersigned hereby
elects to purchase _______________ shares (the “Shares”) of Common Stock of LabStyle Innovations Corp. (the “Company”)
pursuant to the terms of this Warrant, and tenders herewith payment of the purchase price of such Shares in full.


 


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


 


                                                                       


	
        

        (Name)

	                                                                       
	                                                                       

        (Address)



 


The undersigned
hereby represents and warrants the following:


 


(a) He/she/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 Shares, (ii) is able to bear the economic risks involved in purchasing the Shares, and (iii) is an “accredited
investor,” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended;


 


(b)In making the
decision to purchase the Shares, he/she/it has relied solely on independent investigations made by him/her/it and has had the opportunity
to ask questions of, and receive answers from, the Company concerning the 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) His/her/its
overall commitment to investments that are not readily marketable is not disproportionate to his/her/its net worth and income,
and the purchase of the Shares will not cause such overall commitment to become disproportionate; he/she/it can afford to bear
the loss of the purchase price of the Shares;


 


(d)He/she/it has
no present need for liquidity in his/her/its investment in the Shares; and


 


(e)He/she/it acknowledges
that the transaction contemplated in connection with the purchase of the 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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