Exhibit 4.1


 


[FORM OF] 


WARRANT CERTIFICATE 


 


THIS WARRANT CERTIFICATE AND
THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING THE OFFER AND SALE OF SUCH SECURITIES IS EFFECTIVE UNDER THE SECURITIES ACT AND
IS QUALIFIED UNDER APPLICABLE STATE LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER
THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE LAW AND, IN EACH CASE, IF THE COMPANY REQUESTS, AN OPINION
SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.


 


	Warrant Shares Issuable:	[[●] Common Shares1]/[[●]
Common Shares2]	 
	 	 	 
	Issue Date:	[June 9, 2022]/[Delayed Draw Closing
Date]	 



 


FOR VALUE RECEIVED, DARIOHEALTH
CORP., a Delaware corporation (the “Company”), hereby certifies that ORBIMED ROYALTY & CREDIT OPPORTUNITIES
III, LP, a Delaware limited partnership (the “Initial Holder” and, together with its successors and permitted
transferees and assigns, a “Holder”) is entitled to purchase, at the per share Exercise Price, up to [●]
([●]) fully paid and nonassessable Common Shares (as subject to adjustment hereunder, the “Warrant Shares”),
all subject to the terms, conditions and adjustments set forth below in this Warrant Certificate. Certain capitalized terms used herein
are defined in Section 1.


 


This Warrant Certificate has
been issued as a condition precedent to the making of loans under and pursuant to the Credit Agreement, dated as of June 9, 2022 (as amended
or otherwise modified from time to time, the “Credit Agreement”), among the Company, as borrower, and OrbiMed
Royalty & Credit Opportunities III, LP, as lender.


 


Section
1.               Definitions. Capitalized terms
used in this Warrant Certificate but not defined herein have the meanings ascribed thereto in the Credit Agreement as in effect on the
date hereof. The following terms when used herein have the following meanings:


 


“Aggregate Exercise
Price” means, with respect to any exercise of this Warrant Certificate for Warrant Shares, an amount equal to the product
of (i) the number of Warrant Shares in respect of which this Warrant Certificate is then being exercised pursuant to Section 3,
multiplied by (ii) the Exercise Price.


 





 



 


1
To be a number of shares with a value equal to 6% of the principal amount of the Initial Loan, based on the VWAP as of the applicable
Issue Date.


 


2
To be a number of shares equal to 6% of the Delayed Draw Loan, based on the VWAP as of the applicable Issue Date.



 






     


     


    

 


“Bloomberg”
has the meaning set forth within the definition of “VWAP”.


 


“Cashless Exercise”
has the meaning set forth in Section 3(b).


 


“Charter”
means the Certificate of Incorporation of the Company, as amended as of November 18, 2019.


 


“Common Shares”
means the Company’s common stock, par value $0.0001 per share.


 


“Common Shares
Deemed Outstanding” means, at any given time, the sum of (i) the number of Common Shares actually outstanding at such time,
plus (ii) the number of Common Shares issuable upon exercise of Options actually outstanding at such time, plus (iii) the number of Common
Shares issuable upon conversion or exchange of Convertible Securities actually outstanding at such time (treating as actually outstanding
any Convertible Securities issuable upon exercise of Options actually outstanding at such time), in each case, regardless of whether the
Options or Convertible Securities are actually exercisable at such time and (iv) any and all accrued dividends, whether or not yet issued,
with respect to the Company’s issued and outstanding shares of the Company’s Series A Convertible Preferred Stock, Series
A-1 Convertible Preferred Stock, Series A-2 Convertible Preferred Stock, Series A-3 Convertible Preferred Stock and Series A-4 Convertible
Preferred Stock, in each case pursuant to the respective Certificate of Designation of Preferences, Rights and Limitations for each such
series of Preferred Stock as in effect as of June 9, 2022; provided that Common Shares Deemed Outstanding at any given time shall not
include shares owned or held by or for the account of the Company or any or its wholly owned subsidiaries.


 


“Common Shares
Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at
any time Common Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at
any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares.


 


“Company”
has the meaning set forth in the preamble.


 


“Convertible Securities”
means any Equity Interests that, directly or indirectly, are convertible into or exchangeable for Common Shares, including, but not limited
to, shares of the Company’s preferred stock that may be issued from time to time.


 


“Credit Agreement”
has the meaning set forth in the preamble.


 


“Determination
Date” has the meaning set forth in the definition of “VWAP”.


 


“Exercise Certificate”
has the meaning set forth in Section 3(a)(i).


 


“Exercise Date”
means, for any given exercise of this Warrant Certificate, whether in whole or in part, a Business Day on which the conditions to such
exercise as set forth in Section 3 shall have been satisfied at or prior to 5:00 p.m., New York City time, including, without limitation,
the receipt by the Company of the Exercise Certificate.


 






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“Exercise Period”
means the period from (and including) the Issue Date to (and including) 5:00 p.m., New York City time, on the Expiration Date.


 


“Exercise Price”
means $[●]3/$[●]4, as adjusted from time to time pursuant to Section 4.


 


“Expiration Date”
means [June 9, 2029]/[[●]5].


 


“Fair Market Value”
means, if the Common Shares are traded on a Trading Market, (i) the VWAP of such Common Shares for such day (provided that if the Fair
Market Value is being determined in connection with a Sale of the Company, such Fair Market Value shall be the greater of the amount determined
pursuant to this clause (i) and the closing price on the Trading Market on the Trading Day immediately prior to the closing date of the
Sale of the Company) or (ii) if there have been no sales of such Common Shares on any Trading Market on any such day, the average of the
highest bid and lowest asked prices for such Common Shares on all applicable Trading Markets at the end of such day; provided that if
at any time the Common Shares are not listed, quoted or otherwise available for trading on any Trading Market (so that no Trading Date
shall have occurred), or if VWAP cannot be calculated for the Common Shares for such day for any other reason, the “Fair Market
Value” of such Common Shares shall be the fair market value per share of such Common Shares as determined jointly by the
Company and the Holder; provided further, that, in the event the Company and Holder are unable to so mutually agree, Fair Market
Value shall be determined pursuant to Section 10(a).


 


“Holder”
has the meaning set forth in the preamble.


 


“Independent Advisor”
has the meaning set forth in Section 10(a).


 


“Initial Holder”
has the meaning set forth in the preamble.


 


“Issue Date”
means the date designated as such on the first page of this Warrant Certificate.


 


“Marketable Securities”
means equity securities meeting each of the following requirements: (i) the issuer thereof is subject to the reporting requirements of
Section 13 or Section 15(d) of the Exchange Act, and is current in its filing of all required reports and other information under the
Securities Act and the Exchange Act; (ii) such equity securities are traded on a Trading Market; and (iii) if delivered (or to be delivered)
as payment or compensation to the Holder in connection with an automatic Cashless Exercise pursuant to Section 3(c), following
the closing of the related Sale of the Company, the Holder would not be restricted from publicly re-selling all of such equity securities
delivered to it.


 





 



 


3
To be the VWAP as of the applicable Issue Date.


 


4
To be the VWAP as of the applicable Issue Date.


 


5
To be the 7-year anniversary of the Delayed Draw Closing Date.



 






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“Nasdaq”
means The Nasdaq Stock Market, Inc.


 


“NYSE”
means the New York Stock Exchange.


 


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


 


“OTC Bulletin
Board” means the Financial Industry Regulatory Authority, Inc. OTC Bulletin Board.


 


“Pre-emptive Rights”
has the meaning set forth in Section 12.


 


“Registration
Statement” means, in connection with any public offering of securities, any registration statement required pursuant to
the Securities Act that covers the offer and sales of any such securities, including any prospectus, amendments or supplements to such
Registration Statement, including post-effective amendments and all exhibits and all materials incorporated by reference in such Registration
Statement.


 


“Rule 144”
means Rule 144 promulgated under the Securities Act.


 


“Sale of the Company”
means a transaction pursuant to which (i) (x) any Person or group of Persons acting jointly or otherwise in concert (other than the Holder
and any other parties to the Credit Agreement) acquires ownership, directly or indirectly, beneficially or of record, of Equity Interests
of the Borrower having more than fifty percent (50%) of the aggregate economic interests and/or voting power, determined on a fully diluted
basis, (y) any Person or group of Persons acting jointly or otherwise in concert (other than the Holder and any other parties to the Credit
Agreement) acquires, by Contract or otherwise, the right to appoint or elect a majority of the Board of the Company, or (z) all or substantially
all of the assets of the Borrower and its Subsidiaries, taken as a whole, are sold, leased, exclusively licensed, transferred, conveyed
or otherwise disposed of, and (ii) all Obligations (as defined in the Credit Agreement) outstanding under the Credit Agreement are to
be paid in full in cash, whether pursuant to the terms of the transaction, pursuant to the terms of the Credit Agreement (including Section
12 thereof) or otherwise.


 


“SEC”
means the Securities and Exchange Commission or any successor thereto.


 


“Share Distribution”
means any issuance or sale by the Company of any of its Common Shares, Options or Convertible Securities, other than in connection with
a dividend or distribution to holders of its Common Shares of the type described in Section 4(c) below.


 


“Share Reorganization”
has the meaning set forth in Section 4(a).


 


“Trading Day”
means, with respect to the Common Shares or any other Marketable Securities, a date on which the relevant Trading Market is open and conducting
business.


 


“Trading Market”
means, with respect to the Common Shares or any other Marketable Securities, the Nasdaq, the NYSE or the OTC Bulletin Board.


 


“Unrestricted
Conditions” has the meaning set forth in Section 11(a)(ii).


 






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“VWAP”
means, with respect to any Common Shares, as of any day of determination (a “Determination Date”), the volume
weighted average sale price for the period of ten (10) consecutive Trading Days immediately preceding such Determination Date on the Trading
Market for such Common Shares as reported by, or based upon data reported by, Bloomberg Financial Markets or an equivalent, reliable reporting
service reasonably acceptable to the Holder and the Company (collectively, “Bloomberg”) or, if the volume weighted
average sale price has not been reported for such security by Bloomberg for such ten (10) day period, then the simple average of the last
closing trade prices of such security for such ten (10) day period, as reported by Bloomberg, or, if no last closing trade price is reported
for such security by Bloomberg, the simple average of the bid prices of any market makers for such security that are listed in the over
the counter market by the Financial Industry Regulatory Authority, Inc. or on the OTC Bulletin Board (or any successor) or in the “pink
sheets” (or any successor) by the OTC Markets Group, Inc. over such ten (10) day period; provided that if VWAP cannot be
calculated for such security on such date in the manner provided above (including because the applicable security is not listed or publicly
traded), the VWAP shall be the Fair Market Value as mutually determined by the Company and the Holder; provided further that, in
the event the Company and Holder are unable to so mutually agree, Fair Market Value shall be determined pursuant to Section 10(a).


 


“Warrant Certificate”
means this Warrant Certificate and all subsequent warrant certificates issued upon division, combination or transfer of, or in substitution
for, this Warrant Certificate.


 


“Warrant Register”
has the meaning set forth in Section 5.


 


“Warrant Shares”
has the meaning set forth in the preamble.


 


Section
2.               Term of Warrant Certificate.
Subject to the terms and conditions hereof, from time to time during the Exercise Period, the Holder of this Warrant Certificate may exercise
this Warrant Certificate for all or any part of the Warrant Shares purchasable hereunder (subject to adjustment as provided herein).


 


Section
3.                 Exercise of Warrant Certificate.


 


(a)              
Exercise Procedure. This Warrant Certificate may be exercised from time to time on any Business Day during the Exercise
Period, for all or any part of the unexercised Warrant Shares, upon:


 


(i)                
delivery to the Company at its then registered office of a duly completed and executed Exercise Certificate in the form attached
hereto as Exhibit A (each, an “Exercise Certificate”), which certificate will specify the number of Warrant
Shares to be purchased and the Aggregate Exercise Price; and


 


(ii)              
simultaneously with the delivery of the Exercise Certificate, payment to the Company of the Aggregate Exercise Price in accordance
with Section 3(b).


 


(b)              
Payment of the Aggregate Exercise Price. Payment of the Aggregate Exercise Price shall be made, at the option of the Holder
as set forth in the applicable Exercise Certificate, by any of the following methods:


 






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(i)                
by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of such Aggregate
Exercise Price;


 


(ii)                
by instructing the Company to withhold a number of Warrant Shares then issuable upon exercise of this Warrant Certificate with
an aggregate Fair Market Value as of the Exercise Date equal to such Aggregate Exercise Price; or


 


(iii)               
any combination of the foregoing.


 


In the event of any withholding of Warrant Shares
pursuant to Section 3(b)(ii) or (iii) (solely to the extent of such withholding, a “Cashless Exercise”)
where the number of shares whose value is equal to the Aggregate Exercise Price is not a whole number, the number of shares withheld by
the Company shall be rounded up to the nearest whole share and the Company shall make a cash payment to the Holder (by delivery of a certified
or official bank check or by wire transfer of immediately available funds) based on the incremental fraction of a share being so withheld
by the Company in an amount equal to the product of (x) such incremental fraction of a share being so withheld multiplied by (y) the Fair
Market Value per Warrant Share as of the Exercise Date.


 


(c)              
Automatic Cashless Exercise. To the extent this Warrant Certificate has not been exercised in full by the Holder prior to
the earlier of (i) the occurrence of the Expiration Date, and (ii) the date on which a Sale of the Company is consummated pursuant to
which the sole consideration payable to the Company or its shareholders in respect of such sale transaction consists of cash, Marketable
Securities or a combination thereof, any portion of this Warrant Certificate that remains unexercised on such date shall be deemed to
have been exercised automatically pursuant to a Cashless Exercise, in whole (and not in part), on the Business Day immediately preceding
such date; provided, that the automatic Cashless Exercise contemplated by this Section 3(c) shall not occur in the event
that, as of the Business Day immediately preceding any such date described above, the per share Fair Market Value of a Warrant Share is
less than the Exercise Price per Warrant Share.


 


To the extent permitted by applicable Law, for
purposes of Rule 144, it is acknowledged and agreed that (i) the Warrant Shares issuable upon any exercise of this Warrant Certificate
in any Cashless Exercise transaction shall be deemed to have been acquired on the Issue Date, and (ii) the holding period for any Warrant
Shares issuable upon the exercise of this Warrant Certificate in any Cashless Exercise transaction shall be deemed to have commenced on
the Issue Date; provided that the Company makes no representation or warranty regarding the commencement of the holding period
of any Warrant Share.


 


(d)              
Delivery of Stock Certificates. With respect to any exercise of this Warrant Certificate by the Holder, upon receipt by
the Company of an Exercise Certificate and delivery of the Aggregate Exercise Price, the Company shall, within five (5) Business Days,
deliver in accordance with the terms hereof to or upon the order of the Holder that number of Warrant Shares for the portion of this Warrant
Certificate so exercised on such date, together with cash in lieu of any fraction of a share to the extent the Company elects to do so
pursuant to Section 3(e) below. If such Warrant Shares are issued in certificated form, the Company shall deliver a certificate
or certificates, to the extent possible, representing the number of Warrant Shares as the Holder shall request in the Exercise Certificate.
If such Warrant Shares are issued in uncertificated form, the Company shall deliver upon request a confirmation evidencing the registration
of such shares. Unless otherwise provided herein, upon any exercise hereof, this Warrant Certificate shall be deemed to have been exercised
and such certificate or certificates of Warrant Shares shall be deemed to have been issued, and the Holder shall be deemed to have become
a holder of record of such Warrant Shares for all purposes, as of the Exercise Date. Unless otherwise permitted by federal or state securities
laws, rules or regulations, any share certificates issued pursuant to the exercise of this Warrant Certificate will bear a legend in substantially
the form set out in Section 11(a)(i) below.


 






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(e)              
No Fractional Shares or Scrip. No fractional or scrip representing fractional shares shall be issued upon the exercise of
this Warrant Certificate. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the
Company shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied
by the Fair Market Value of one Warrant Share on the Exercise Date or round up to the next whole share.


 


(f)               
Surrender of this Warrant Certificate; Delivery of New Warrant Certificate.


 


(i)                
The Holder shall not be required to physically surrender this Warrant Certificate to the Company until this Warrant Certificate
has been exercised in full by the Holder, in which case, the Holder shall, at the written request of the Company, surrender this Warrant
Certificate to the Company for cancellation within three (3) Business Days after the date the final Exercise Certificate is delivered
to the Company. Partial exercises of this Warrant Certificate resulting in purchases of a portion of the total number of Warrant Shares
available hereunder shall have the effect of lowering the outstanding number of Warrant Shares issuable hereunder by an amount equal to
the applicable number of Warrant Shares that have been issued hereunder as a result of previous exercises or withheld in connection with
any Cashless Exercises. The Holder and the Company shall maintain records showing the number of Warrant Shares issued and purchased, the
date of such issuances and purchases and the number of Warrant Shares withheld in connection with any Cashless Exercises. The Holder and
any assignee, by acceptance of this Warrant Certificate, acknowledge and agree that, by reason of the provisions of this Section 3(f),
following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at
any given time may be fewer than the amount stated on the face hereof.


 


(ii)             
Notwithstanding the foregoing, to the extent that there are unexpired and unexercised Warrant Shares remaining under the Warrant
Certificate, the Holder may request that the Company (and the Company shall), at the time of issuance of any Warrant Shares in accordance
with Section 3(d) and the surrender of this Warrant Certificate, deliver to the Holder a new Warrant Certificate evidencing the
rights of the Holder to subscribe for the unexpired and unexercised Warrant Shares called for by this Warrant Certificate. Unless otherwise
agreed upon by the Holder in its sole discretion, such new Warrant Certificate shall in all other respects be identical to this Warrant
Certificate.


 


(g)              
Valid Issuance of Warrant Certificate and Warrant Shares; Payment of Taxes. With respect to the exercise of this Warrant
Certificate, the Company hereby represents, warrants, covenants and agrees as follows:


 






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(i)                
This Warrant Certificate is, and any Warrant Certificate issued in substitution for or replacement of this Warrant Certificate
shall be, upon issuance, duly authorized.


 


(ii)               
All Warrant Shares issuable upon the exercise of this Warrant Certificate (or any substitute or replacement Warrant Certificate)
shall be, upon issuance, and the Company shall take all such actions as may be necessary or appropriate in order that such Warrant Shares
are, validly issued, fully paid and non-assessable, issued without violation of any preemptive or similar rights of any shareholder of
the Company and free and clear of all liens and charges (other than liens or charges created by the Holder, or created with regard to
income taxes or other taxes payable by the Holder incurred in connection with the exercise of the Warrant or taxes in respect of any transfer
made by the Holder occurring contemporaneously therewith).


 


(iii)             
The Company shall take all such actions as may be necessary to (x) comply with Section 3(i) below and (y) ensure that all
such Warrant Shares are issued without violation by the Company of any applicable Law or any requirements of any foreign or domestic securities
exchange upon which Warrant Shares may be listed at the time of such exercise.


 


(iv)             
The Company shall exclusively bear and pay all expenses in connection with, and all governmental charges, taxes, fees, levies,
withholdings and all other such payments, that may be imposed on or with respect to, the issuance of this Warrant Certificate, and the
issuance or delivery of Warrant Shares pursuant to the terms of this Warrant Certificate and the Holder shall not be affected by such
payments, and the Company shall not be eligible to any indemnification for such payment from the Holder.


 


(v)              
The Company is a corporation duly organized and validly existing under the Laws of the State of Delaware and has the capacity and
corporate power and authority to enter into this Warrant Certificate.


 


(vi)             
The Company has taken all action required to be taken to authorize the execution, delivery and performance of this Warrant Certificate.


 


(vii)             
This Warrant Certificate has been duly executed by the Company.


 


(viii)           
The obligations of the Company under this Warrant Certificate are legal, valid and binding obligations, enforceable against the
Company in accordance with the terms hereof, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.


 


(ix)              
As of the Issue Date, the Company has complied with all obligations set forth in Section 3(i), below.


 


(h)              
Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of all or any portion of this Warrant Certificate
is to be made in connection with a Sale of the Company, such exercise may, at the election of the Holder, be conditioned upon the consummation
of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such
transaction.


 






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(i)                
Reservation of Shares. The Company shall at all times during the Exercise Period reserve and keep available out of its authorized
but unissued Common Shares or (if applicable) other securities constituting Warrant Shares, solely for the purpose of issuance upon the
exercise of this Warrant Certificate, the maximum number of Warrant Shares issuable upon the exercise of this Warrant Certificate. The
Company shall not increase the par value of any Warrant Shares receivable upon the exercise of this Warrant Certificate above the Exercise
Price then in effect, and shall take all such actions within its power as may be necessary or appropriate in order that the Company may
validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant Certificate.


 


(j)                
Rule 144 Compliance. With a view to making available to the Holder the benefits of Rule 144 and any other rule or regulation
of the SEC that may at any time permit a holder to sell securities of the Company to the public without registration or pursuant to a
Registration Statement, the Company shall:


 


(i)                
use commercially reasonable efforts to make and keep adequate public information available, as required by clause (c) of Rule 144;


 


(ii)              
use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company
under the Securities Act and the Exchange Act (excluding, for avoidance of doubt, any prospectus or registration statement which the Company
is under no obligation to file); and


 


(iii)              
furnish, or otherwise make available to the Holder so long as the Holder owns Warrant Shares, promptly upon request, a written
statement by the Company as to its compliance with the reporting requirements of Rule 144 and the Exchange Act, a copy of the most recent
annual or quarterly report of the Company, and such other reports and documents so filed or furnished by the Company as the Holder may
reasonably request in connection with the sale of Common Shares without registration.


 


(k)              
Ownership Cap. The Company shall not knowingly effect the exercise of this Warrant Certificate, and the Holder shall not
have the right to exercise this Warrant Certificate to the extent that, after giving effect to such exercise, the Holder (together with
its Affiliates) would beneficially own in excess of 9.99% of the Common Shares of the Company immediately after giving effect to such
exercise. For purposes of the foregoing sentence, the aggregate number of Common Shares owned by the Holder and its Affiliates shall include
the number of Warrant Shares issuable upon exercise of this Warrant Certificate with respect to which the determination of such aggregate
number is being made, but shall exclude Common Shares (if any) that would be issuable upon (i) exercise of the remaining, unexercised
portion of this Warrant Certificate beneficially owned by the Holder and its Affiliates and (ii) exercise or conversion of the unexercised
or unconverted portion of any other Equity Interests of the Company beneficially owned by the Holder and its Affiliates (including, without
limitation, any convertible notes or convertible shares or warrants) subject to a limitation on conversion or exercise analogous to the
limitations contained herein. Except as set forth in the preceding sentence, for purposes of this Section 3(k), beneficial ownership
shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of this Warrant Certificate, in determining the
number of outstanding Common Shares, the Holder of this Warrant Certificate may rely on the number of such outstanding Equity Interests
as reflected in the most recent of (i) the Company’s Form 10-K, Form 10-Q or other public filing with the SEC, as the case may be,
if available, (ii) a more recent public announcement by the Company, or (iii) any other notice by the Company or its transfer agent setting
forth the number of outstanding Common Shares. In addition, upon the written request of the Holder (but not more than once during any
calendar quarter), the Company shall, within three (3) Business Days, confirm to the Holder the number of its outstanding Common Shares.
Furthermore, upon the written request of the Company (but not more than once during any calendar quarter), the Holder shall promptly confirm
to the Company its then current beneficial ownership with respect to the Company’s Common Shares.


 






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(l)                
Primary Market Limitation. Unless the Company obtains the approval of its stockholders as required by the applicable rules
of the applicable Trading Market for issuances of Common Shares in excess of such amount, the Company shall not effect any exercise of
this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, to the extent that after giving effect to
such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder, together with its Affiliates, would beneficially
own in excess of the Primary Market Limitation (as defined below). For purposes of the foregoing sentence, the number of Common Shares
beneficially owned by the Holder and its Affiliates shall include the number of Common Shares issuable upon exercise of this Warrant with
respect to which such determination is being made, but shall exclude the number of Common Shares which are issuable upon (i) exercise
of the remaining, nonexercised portion of this Warrant beneficially owned by such Holder or any of its Affiliates and (ii) exercise or
conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any other
Common Shares Equivalents) held by such Holder or any of its Affiliates, but for a limitation on conversion or exercise analogous to the
limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 2(f), beneficial ownership shall
be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged
by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange
Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith (other than as it relates to a
Holder relying on the number of shares issued and outstanding as provided by the Company pursuant to this Section). To the extent that
the limitation contained in this Section 2(f) applies, the determination of whether this Warrant is exercisable (in relation to other
securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole
discretion of the Company. A determination as to any group status as contemplated above shall be determined in accordance with Section
13(d) of the Exchange Act and the rules and regulations promulgated thereunder in the sole discretion of the Holder or Holders. Upon the
written or oral request (which may be via email) of a Holder, the Company shall within one Trading Day confirm orally and in writing to
such Holder the number of Common Shares then outstanding. The “Primary Market Limitation” shall be 19.99% of
the number of Common Shares outstanding immediately before giving effect to the issuance of Common Shares issuable upon exercise of this
Warrant. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.


 


(m)            
Except as expressly provided herein with respect to cash payments in lieu of the issuance of fractional shares, and without regard
to any exchange of consideration in connection with an automatic Cashless Exercise pursuant to Section 3(c) above or similar event,
upon exercise of this Warrant Certificate the Holder shall not otherwise be entitled to receive cash or Warrant Shares that are registered
under the Securities Act.


 






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Section
4.               Adjustment to Number of Warrant Shares,
Exercise Price, etc. The number of Warrant Shares issuable upon exercise of this Warrant Certificate shall be subject to adjustment
from time to time as provided in this Section 4.


 


(a)              
Adjustment to Number of Warrant Shares Upon Reorganizations, Reclassifications, etc. In the event of any changes in the
outstanding Common Shares of the Company by reason of redemptions, recapitalizations, reclassifications, combinations or exchanges of
shares, splits or reverse splits, separations, reorganizations, liquidations, substitutions, replacements or the like (any of the foregoing
or combination thereof being a “Share Reorganization”), the number and class of Warrant Shares available upon
exercise of this Warrant Certificate in the aggregate and the Exercise Price shall be correspondingly adjusted to give the Holder of this
Warrant Certificate, on exercise for the same Aggregate Exercise Price, the total number, class, and kind of shares as the Holder would
have owned had this Warrant Certificate been exercised prior to any such event and had the Holder continued to hold such Warrant Shares
until after the event requiring adjustment. The form of this Warrant Certificate need not be changed because of any adjustment in the
number of Warrant Shares subject to this Warrant Certificate.


 


(b)              
Adjustment to Exercise Price Upon a Share Distribution. Subject to clause (iii) below, if the Company consummates
or effects any Share Distribution for a price per Common Share less than the Exercise Price then in effect, then, effective upon such
Share Distribution, the Exercise Price shall be reduced to a price determined by multiplying the Exercise Price then in effect by a fraction,
the numerator of which shall be the sum of (A) the number of Common Shares Deemed Outstanding immediately prior to such Share Distribution
multiplied by the Exercise Price then in effect, plus (B) the consideration, if any, received by the Company upon such Share Distribution,
and the denominator of which shall be the product of (1) the total number of Common Shares Deemed Outstanding immediately after such Share
Distribution multiplied by (2) the Exercise Price then in effect provided, however that the Exercise Price shall not be adjusted to less
than $4.00 (subject to adjustment for Share Reorganizations following the Initial Exercise Date). For purposes of this Section 4(b):


 


(i)                
In the event Options or Convertible Shares are included in any such Share Distribution, the price per Common Share deemed to have
been issued or sold as a result of the sale or issuance of such Options or Convertible Shares, shall be equal to the price per Common
Share for which Common Shares are issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities,
as the case may be (determined by dividing (x) the aggregate amount, if any, received or receivable by the Company as consideration for
the issuance, sale, distribution or grant of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration
payable to the Company, if any, upon the exercise of all such Options or the conversion or exchange of such Convertible Securities (as
the case may be), by (y) the total maximum number of Common Shares issuable upon the exercise of such Options or upon the conversion or
exchange of all such Convertible Securities).


 






    11


     


    

 


(ii)              
The provisions of this Section 4(b) shall not in any event operate to increase the Exercise Price.


 


(iii)             
This Section 4(b) shall not apply to any of the following:


 


		(A)	Any issuance, sale or other distribution of Common Shares, Options or Convertible Securities pursuant
to (i) any Share Organization, which shall instead be governed by Section 4(a) above, or (ii) any dividend or distribution to holders
of Common Shares, which shall instead by governed by Section 4(c) below.



 


		(B)	The issuance of Common Shares upon exercise or conversion of any Options or Convertible Securities included
in the Common Shares Deemed Outstanding as of the Issue Date.



 


		(C)	The grant or issuance of Common Shares, Options or Convertible Securities to board members, officers,
employees, consultants or other service providers of the Company pursuant to any employee incentive plan, employee share purchase plan
or similar equity-based benefit plans approved by the Company’s Board; provided that the total number of securities issued
under this sub-clause for a price per share less than the Exercise Price shall not constitute more than seven percent (7%) of the total
Common Shares Deemed Outstanding at any time.



 


		(D)	The issuance or grant of Common Shares, Options or Convertible Securities in connection with Permitted
Acquisitions by the Company, or in connection with other transactions or financings with material strategic partners, in each case approved
by the Company’s Board; provided, that the total number of securities issued or granted under this sub-clause for a price
per share less than the Exercise Price shall not constitute more than seven percent (7%) of the total number of Common Shares Deemed Outstanding
at any time.



 


(c)              
Adjustment to Number of Warrant Shares Upon Dividends, Distributions, etc. If the Company declares or pays a dividend or
distribution on its outstanding Common Shares payable in cash, Equity Interests or other property, the Holder shall be entitled to receive,
at the time such dividend or distribution is paid, without additional cost to the Holder, the total number and kind of cash, Equity Interests
or other property which the Holder would have received had the Holder owned the Warrant Shares of record as of the date such dividend
or distribution was paid.


 


(d)              
Certificate as to Adjustment.


 


(i)                
As promptly as reasonably practicable following any change or adjustment of the type described above in this Section 4,
but in any event not later than ten (10) Business Days thereafter, the Company shall furnish to the Holder a certificate of a Responsible
Officer setting forth in reasonable detail such adjustment and the facts upon which it is based and certifying the calculation thereof.


 






    12


     


    

 


(ii)               
As promptly as reasonably practicable following the receipt by the Company of a written request by the Holder, but in any event
not later than ten (10) Business Days thereafter, the Company shall furnish to the Holder a certificate of a Responsible Officer certifying
the number of Warrant Shares or the amount, if any, of other shares, securities or assets then issuable upon exercise of the Warrant Certificate.


 


(e)              
Notices. In the event that, at any time during the Exercise Period the Company shall take a record of the holders of its
outstanding shares (or other Equity Interests at the time issuable upon exercise of this Warrant Certificate) for the purpose of:


 


(i)                
entitling or enabling such holders to receive any dividend or other distribution, to receive any right to subscribe for or purchase
any shares of any class or any other securities, or to receive any other security;


 


(ii)               
(x) any capital reorganization of the Company, any reclassification of any outstanding securities, any consolidation or merger
of the Company with or into another Person, or (y) a Sale of the Company; or


 


(iii)              
the voluntary or involuntary dissolution, liquidation or winding-up bankruptcy or similar event involving the Company;


 


then, and in each such case, the Company shall
send or cause to be sent to the Holder at least ten (10) Business Days prior to the applicable record date or the applicable expected
effective date, as the case may be, for the event, a written notice specifying, as the case may be, (A) the record date for such dividend,
distribution or other right or action, and a description of such dividend, distribution or other right or action, or (B) the effective
date on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up is proposed to
take place, and the date, if any is to be fixed, as of which the books of the Company shall close or a record shall be taken with respect
to which the holders of record of its shares (or such other Equity Interests at the time issuable upon exercise of the Warrant Certificate)
shall be entitled to exchange their shares (or such other Equity Interests), for securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and the amount per share and character of such
exchange applicable to the Warrant Certificate and the Warrant Shares. The above notwithstanding, the Company shall not be required to
provide the Holder with notice containing such information if the Company reasonably believes that it constitutes material non-public
information, unless the Holder (i) confirms to the Company in writing that it consents to receive such information, and (ii) executes
a customary market standstill or equivalent agreement pursuant to which the Holder will agree not to trade in the Company’s shares
or other equity interests while in possession of such material non-public information or until such information is no longer material
or non-public.


 


Section
5.               Warrant Register. The Company
shall keep and properly maintain at its principal executive offices a register (the “Warrant Register”) for
the registration of this Warrant Certificate and any transfers thereof. The Company may deem and treat the Person in whose name this Warrant
Certificate is registered on such register as the Holder thereof for all purposes, and the Company shall not be affected by any notice
to the contrary, except any assignment, division, combination or other transfer of this Warrant Certificate effected in accordance with
the provisions of this Warrant Certificate.


 






    13


     


    

 


Section
6.               Registration Rights and Extension
of Expiration Date. The Holder is entitled to the benefit of certain registration rights with respect to the Warrant Shares as provided
in the Registration Rights Agreement, dated as of June 9, 2022, by and between the Company and the Initial Holder (the “Registration
Rights Agreement”), and any subsequent holder hereof shall be entitled to such rights to the extent provided in the Registration
Rights Agreement. If the Company fails to cause any Registration Statement covering applicable “Registrable Securities” (as
that term is defined in the Registration Rights Agreement) to be declared effective prior to the applicable dates set forth therein, or
if any of the events specified in Section 2(b) of the Registration Rights Agreement occurs, and the Suspension Period (as that term is
defined in the Registration Rights Agreement) (whether alone, or in combination with any other Suspension Period) continues for more than
30 days, or for more than a total of 60 days in any 12-month period, then the Expiration Date of this Warrant shall be extended one day
for each day beyond the 30-day or 60-day limits, as the case may be, that the Suspension Period continues.


 


Section
7.               Transfer of Warrant Certificate.
Subject to Section 11 hereof, this Warrant Certificate and all rights hereunder are transferable, in whole or in part, by the Holder
without charge to the Holder, upon surrender of this Warrant Certificate to the Company at its then principal executive offices with a
properly completed and duly executed Assignment in the form attached hereto as Exhibit B. Upon such compliance, surrender and delivery,
the Company shall execute and deliver a new Warrant Certificate or Warrant Certificates in the name of the assignee or assignees and in
the denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant Certificate evidencing the
portion of this Warrant Certificate, if any, not so assigned, and this Warrant Certificate shall promptly be cancelled.


 


Section
8.               The Holder Not Deemed a Shareholder;
Limitations on Liability. Except as otherwise specifically provided herein (including in 4(c) above and Section 12 below),
(i) prior to the Exercise Date, the Holder shall not be entitled to receive dividends, nor shall anything contained in this Warrant Certificate
be construed to confer upon the Holder, as such, any of the rights of a shareholder of the Company or any right to receive dividends or
subscription rights, and (ii) prior to the registration of the Holder in the share register of the Company with respect to the Warrant
Shares to which the Holder is then entitled to receive upon the due exercise of this Warrant Certificate, the Holder shall not be entitled
to vote, nor shall anything contained in this Warrant Certificate be construed to confer upon the Holder, as such, any right to vote,
give or withhold consent to any corporate action (whether any reorganization, issue of shares, reclassification of shares, consolidation,
merger, conveyance or otherwise) or receive notice of meetings. In addition, nothing contained in this Warrant Certificate shall be construed
as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant Certificate or otherwise) or as a
shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this
Section 8, the Company shall provide the Holder with copies of the same notices and other information given to all shareholders
of the Company generally, contemporaneously with the giving thereof to such shareholders, unless such notice or information had been made
publicly available on the SEC’s EDGAR system website.


 






    14


     


    

 


Section
9.                 Replacement on Loss; Division and
Combination.


 


(a)              
Replacement of Warrant Certificate on Loss. Subject to any further requirements in relation to the cancellation of this
Warrant Certificate pursuant to applicable Law, upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant Certificate and upon delivery of an indemnity reasonably satisfactory to it (it being understood that a
written indemnification agreement or affidavit of loss of the Holder shall be a sufficient indemnity) and, in case of mutilation, upon
surrender of such Warrant Certificate for cancellation to the Company, the Company at its own expense shall execute and deliver to the
Holder, in lieu hereof, a new Warrant Certificate of like tenor and exercisable for an equivalent number of Warrant Shares as this Warrant
Certificate so lost, stolen, mutilated or destroyed; provided that, in the case of mutilation, no indemnity shall be required if
this Warrant Certificate in identifiable form is surrendered to the Company for cancellation.


 


(b)              
Division and Combination of Warrant Certificate. Subject to compliance with the applicable provisions of this Warrant Certificate
as to any transfer or other assignment which may be involved in such division or combination, this Warrant Certificate may be divided
or, following any such division of this Warrant Certificate, subsequently combined with other Warrant Certificates, upon the surrender
of this Warrant Certificate or Warrant Certificates to the Company at its then principal executive offices, together with a written notice
specifying the names and denominations in which new Warrant Certificates are to be issued, signed by each applicable Holder or its agents
or attorneys. Subject to compliance with the applicable provisions of this Warrant Certificate as to any transfer or assignment which
may be involved in such division or combination, the Company shall at its own expense execute and deliver a new Warrant Certificate or
Warrant Certificates in exchange for this Warrant Certificate or Warrant Certificates so surrendered in accordance with such notice. Such
new Warrant Certificate or Warrant Certificates shall be of like tenor to the surrendered Warrant Certificate or Warrant Certificates
and shall be exercisable in the aggregate for an equivalent number of Warrant Shares as this Warrant Certificate or Warrant Certificates
so surrendered in accordance with such notice.


 


Section
10.              Disputes; No Impairment, etc. The parties hereto agree
as follows:


 


(a)              
Disputes. In the event of any dispute which arises between the Holder and the Company (including the Board of the Company)
with respect to the calculation or determination of Fair Market Value, VWAP, the adjusted Exercise Price, the number of Warrant Shares,
other Equity Interests, cash or other property issuable upon exercise of this Warrant Certificate, the amount or type of consideration
due to the Holder in connection with any event, transaction or other matter described in Section 4 above or any other matter involving
this Warrant Certificate or the Warrant Shares that is not resolved by the parties after good faith discussions and efforts to reach resolution,
upon the request of the Holder the disputed issue(s) shall be submitted to a firm of independent investment bankers or public accountants
of recognized national standing, which (i) shall be chosen by the Company and be reasonably satisfactory to the Holder and (ii) shall
be completely independent of the Company (an “Independent Advisor”), for determination, and such determination
by the Independent Advisor shall be binding upon the Company and the Holder with respect to this Warrant, any Shares issued in connection
herewith or the matter in dispute, as the case may be, absent manifest error. Costs and expenses of the Independent Advisor shall be paid
by the Company.


 






    15


     


    

 


(b)              
Equitable Equivalent. In case any event shall occur as to which the provisions of Section 10(a) above are not strictly
applicable but the failure to make any adjustment would not, in the reasonable, good faith opinion of the Holder, fairly protect the rights
and benefits of the Holder represented by this Warrant Certificate in accordance with the essential intent and principles of Section
10(a), then, in any such case, at the request of the Holder, the Company shall submit the matter and issues raised by the Holder to
an Independent Advisor, which shall give its opinion upon the adjustment, if any, on a basis consistent with the essential intent and
principles established in Section 10(a), to the extent necessary to preserve, without dilution, the rights and benefits represented
by this Warrant Certificate. Upon receipt of such opinion, the Company will promptly mail a copy thereof to the Holder and shall make
the adjustments described therein, if any. Costs and expenses of the Independent Advisor shall be shared 50/50 by the Company and the
Holder.


 


(c)              
No Avoidance. The Company shall not, by way of amendment of any of its Charter or other Organic Documents or through any
consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid
or seek to avoid the observance or performance of any of the terms of this Warrant Certificate, but will 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 against impairment as if the Holder was a shareholder of the Company entitled to the benefit of fiduciary duties
afforded to shareholders under Delaware law.


 


Section
11.               Compliance with the Securities Act.


 


(a)              
Agreement to Comply with the Securities Act, etc.


 


(i)                
Legend. The Holder, by acceptance of this Warrant Certificate, agrees to comply in all respects with the provisions of this
Section 11 and the restrictive legend requirements set forth on the face of this Warrant Certificate and further agrees that it
shall not offer, sell or otherwise dispose of this Warrant Certificate or any Warrant Shares to be issued upon exercise hereof except
under circumstances that will not result in a violation of the Securities Act. Subject to clause (ii) below, this Warrant Certificate
and all Warrant Shares issued upon exercise of this Warrant Certificate (unless registered under the Securities Act) shall be stamped
or imprinted with a legend in substantially the following form:


 


“THIS WARRANT CERTIFICATE AND THE SECURITIES
ISSUABLE UPON EXERCISE OF THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING THE OFFER AND SALE OF SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED
UNDER APPLICABLE STATE LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT
AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IN EACH CASE, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY
TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.”


 






    16


     


    

 


(ii)              
Removal of Restrictive Legends. Neither this Warrant Certificate nor any certificates evidencing Warrant Shares issuable
or deliverable under or in connection with this Warrant Certificate shall contain any legend restricting the transfer thereof (including
the legend set forth above in clause (i)) in any of the following circumstances: (A) following any sale of this Warrant Certificate
or any Warrant Shares issued or delivered to the Holder under or in connection here with pursuant to Rule 144, (B) if this Warrant Certificate
or Warrant Shares are eligible for sale under clause (b)(1) of Rule 144, or (C) if such legend is not required under applicable requirements
of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC) (collectively, the “Unrestricted
Conditions”). If the Unrestricted Conditions are met at the time of issuance of this Warrant Certificate or Warrant Shares,
as the case may be, to the reasonable satisfaction of Company’s counsel, the Warrant Certificate or Warrant Shares, as the case
may be, shall be issued free of all legends.


 


(iii)              
Replacement Warrant Certificate. The Company agrees that at such time as the Unrestricted Conditions have been satisfied
it shall promptly (but in any event within ten (10) Business Days) following written request from the Holder issue a replacement Warrant
Certificate or replacement Warrant Shares, as the case may be, free of all restrictive legends.


 


(iv)              
Sale of Unlegended Shares. The Holder agrees that the removal of the restrictive legend from this Warrant Certificate and
any certificates representing securities as set forth in Section 11(a)(ii) above is predicated upon the Company’s reliance
that the Holder will sell this Warrant Certificate or any such securities pursuant to either an effective Registration Statement or otherwise
pursuant to the requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom,
and that if such securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution
set forth therein.


 


(b)              
Representations of the Holder. In connection with the issuance of this Warrant Certificate, the Holder represents, as of
the Issue Date, to the Company by acceptance of this Warrant Certificate as follows:


 


(i)                
The Holder is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act.
The Holder is acquiring this Warrant Certificate and the Warrant Shares to be issued upon exercise hereof for investment for its own account
and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant Certificate or the Warrant
Shares, except pursuant to sales registered or exempted under the Securities Act.


 






    17


     


    

 


(ii)               
The Holder understands and acknowledges that this Warrant Certificate and the Warrant Shares to be issued upon exercise hereof
are “restricted securities” under the Securities Act inasmuch as they are being acquired from the Company in a transaction
not involving a public offering and that, under such Laws and applicable regulations, such securities may be resold without registration
under the Securities Act only in certain limited circumstances. In addition, the Holder represents that it is familiar with Rule 144,
as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.


 


(iii)             
The Holder acknowledges that it can bear the economic and financial risk of its investment for an indefinite period and has such
knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in this
Warrant Certificate and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding
the terms and conditions of the offering of this Warrant Certificate and the business, properties, prospects and financial condition of
the Company.


 


Section
12.             Pre-Emptive Rights. In addition to any adjustments pursuant
to Section 4 above, if at any time the Company grants, issues, offers or sells (i) any Common Shares or (ii) any options, convertible
securities or rights to purchase shares, warrants, securities or other property, in each case pro rata to the record holders of Common
Shares (the “Pre-emptive Rights”), then the Holder shall be entitled to (but shall not be obligated to) acquire,
upon the same terms applicable to such Pre-emptive Rights, the aggregate Pre-emptive Rights which the Holder would have acquired if the
Holder had held the number of Warrant Shares acquirable upon complete exercise of this Warrant Certificate immediately before the date
on which a record is taken for the grant, issuance or sale of such Pre-emptive Rights, or, if no such record is taken, the date as of
which the record holders of Common Shares are to be determined for the grant, issue or sale of such Pre-emptive Rights.


 


Section
13.            Notices. All notices, requests, consents, claims, demands,
waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with
written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested);
(iii) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient,
and on the next Business Day if sent after normal business hours of the recipient, in each case provided that sender did not receive an
automated failed delivery notification; or (iv) on the third day after the date mailed, by certified or registered mail, return receipt
requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated below (or at such other
address for a party as shall be specified in a notice given in accordance with this Section 13).


 


If to the Company:                DarioHealth Corp.


18 W. 18th St.


New York, New York 10011


Attn: Erez Raphael, Chief
Executive Officer


Email: erez@mydario.com


 






    18


     


    

 


with a copy to (which shall
not qualify as notice to any party hereto):


 


Sullivan & Worchester
LLP


1633 Broadway, 32nd
Floor


New York, New York 10019


Attn: Oded Har-Even


Email: ohareven@sullivanlaw.com


 


If to the Holder:


 


OrbiMed Royalty & Credit
Opportunities III, LP


c/o OrbiMed Advisors LLC


601 Lexington Avenue, 54th
Floor


New York, NY 10022


Attention: Matthew Rizzo;
OrbiMed Credit Report


E-mail: rizzom@orbimed.com;
ROSCreditops@orbimed.com


 


with a copy to (which shall
not qualify as notice to any party hereto):


 


Covington & Burling LLP


The New York Times Building


620 Eight Avenue


New York, NY 10018


Attention: Peter Schwartz


E-mail: pschwartz@cov.com


 


Section
14.              Cumulative Remedies. Except to the extent expressly
provided in Section 7 to the contrary, the rights and remedies provided in this Warrant Certificate are cumulative and are not
exclusive of, and are in addition to and not in substitution for, any other rights or remedies available at Law, in equity or otherwise.


 


Section
15.              Entire Agreement. This Warrant Certificate constitutes
the sole and entire agreement of the parties to this Warrant Certificate with respect to the subject matter contained herein and supersedes
all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.


 


Section
16.             Successor and Assigns. This Warrant Certificate and
the rights evidenced hereby (including under Section 6) shall be binding upon and shall inure to the benefit of the parties hereto
and the successors of the Company and the successors and permitted assigns of the Holder. Such successor or permitted assign of the Holder
shall be deemed to be the “Holder” for all purposes hereunder.


 


Section
17.             No Third-Party Beneficiaries. This Warrant Certificate
is for the sole benefit of the Company and the Holder and their respective successors and, in the case of the Holder, permitted assigns,
and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or
remedy of any nature whatsoever, under or by reason of this Warrant Certificate.


 






    19


     


    

 


Section
18.              Headings. The headings in this Warrant Certificate are
for reference only and shall not affect the interpretation of this Warrant Certificate.


 


Section
19.             Amendment and Modification; Waiver. Except as otherwise
provided herein, this Warrant Certificate may only be amended, modified or supplemented by an agreement in writing signed by each party
hereto. No waiver by the Company or the Holder of any of the provisions hereof shall be effective unless explicitly set forth in writing
and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach
or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before
or after that waiver. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Warrant
Certificate shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.


 


Section
20.             Severability. If any term or provision of this Warrant
Certificate is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other term or provision of this Warrant Certificate or invalidate or render unenforceable such term or provision in any other jurisdiction.


 


Section
21.             Governing Law. This Warrant Certificate shall be governed
by and construed in accordance with the internal Laws of the State of New York without effect to any choice or conflict of Law provision
or rule (whether of the State of New York or any other jurisdiction) that would cause the application of Laws of any jurisdiction other
than those of the State of New York.


 


Section
22.              Submission to Jurisdiction; Waiver of Jury Trial.


 


(a)              
Any legal suit, action or proceeding arising out of or based on this Warrant Certificate or the transactions contemplated hereby
may be instituted in the federal courts of the United States or the courts of the State of New York, in each case located in the city
and county of New York. Each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
Service of process, summons, notice or other document by certified or registered mail to such party’s address set forth in Section
13 shall be effective service of process for any suit, action or other proceeding, and the parties irrevocably and unconditionally
waive any objection to the laying of venue of any suit, action or other proceeding in such courts and irrevocably waive and agree not
to plead or claim in any such court that any such suit, action or proceeding has been brought in an inconvenient forum.


 


(b)              
Waiver of Trial by Jury. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS WARRANT CERTIFICATE
IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PERSON HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY
RIGHT SUCH PERSON MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
WARRANT CERTIFICATE. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PERSON HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) SUCH
PERSON UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) SUCH PERSON MAKES THIS WAIVER VOLUNTARILY, AND (iv) SUCH
PERSON HAS BEEN INDUCED TO ENTER INTO THIS WARRANT CERTIFICATE AND EACH ANCILLARY AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION.


 






    20


     


    

 


Section
23.              Counterparts. This Warrant Certificate may be executed
in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement.
A signed copy of this Warrant Certificate delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to
have the same legal effect as delivery of an original signed copy of this Warrant Certificate.


 


Section
24.             No Strict Construction. This Warrant Certificate shall
be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument
or causing any instrument to be drafted.


 


[SIGNATURE PAGE FOLLOWS]


 






    21


     


    

 


IN WITNESS WHEREOF. the Company
has duly executed this Warrant Certificate on the Issue Date.


 


		DARIOHEALTH CORP.
	 	 	 
	 	By	                         
	 	Name:
	 	Title:



 


[Signature Page to Warrant Certificate]


 






     


     


    

 


Accepted and agreed,


 


ORBIMED ROYALTY & CREDIT OPPORTUNITIES
III, LP


 


By: ORBIMED ROF III LP, its general partner


 


By: ORBIMED ADVISORS LLC,
its managing member


 


	By	 	 
	Name:	 
	Title:	 



 


[Signature Page to Warrant Certificate]


 






     


     


    

 


Exhibit A


to Warrant Certificate


 


FORM OF EXERCISE CERTIFICATE


 


(To be signed only upon exercise of Warrant Certificate)


 


	To:	DarioHealth Corp.	 
	 	[Address]	 
	 	Attention: [●]	 



 


The undersigned, as holder
of a right to purchase Warrant Shares (as defined in the Warrant Certificate) of DarioHealth Corp., a Delaware corporation (the “Company”),
pursuant to that certain Warrant Certificate of the Company, dated as of [●], 2022 (the “Warrant Certificate”),
a copy of which is attached to this Exercise Certificate, hereby irrevocably elects to exercise the purchase right represented by such
Warrant Certificate for, and to purchase thereunder, [            (           )]
Warrant Shares of the Company and herewith makes payment with this Exercise Certificate of the Aggregate Exercise Price therefor by the
following method:


 


The undersigned hereby
elects to make payment of the Aggregate Exercise Price of [Dollars ($)] for () Common Shares using the
method described in Section 3(b)(i).


 


The undersigned hereby
elects to make payment of the Aggregate Exercise Price of [Dollars ($)] for () Common Shares using the
method described in Section 3(b)(ii).


 


The undersigned hereby
elects to make payment of the Aggregate Exercise Price of [Dollars ($)] for () Common Shares using the
method described in Section 3(b)(iii).


 


Unless otherwise defined herein,
capitalized terms have the meanings provided in the Warrant Certificate.


 


DATED:______________________________________________


 


		[HOLDER]
	 	 	 
	 	By	               
	 	Name:
	 	Title:



 









    Exhibit A-1 


     


    

 


Exhibit B


to Warrant Certificate


 


FORM OF ASSIGNMENT


 


[DATE OF ASSIGNMENT]


 


THE UNDERSIGNED, [NAME OF
HOLDER], is the holder (in such capacity, the “Holder”) of a warrant certificate issued by DarioHealth Corp.,
a Delaware corporation (the “Warrant Certificate” and the “Company”, respectively),
entitling the Holder to purchase up to [         ] Warrant Shares (as defined in the
Warrant Certificate). Unless otherwise defined, capitalized terms used herein have the meanings ascribed thereto in the Warrant Certificate.


 


FOR VALUE RECEIVED, the Holder
hereby sells, assigns and transfers to [NAME OF ASSIGNEE] (the “Assignee”) the right to acquire [all Warrant
Shares entitled to be purchased upon exercise of the Warrant Certificate] [                 
of the Warrant Shares entitled to be purchased upon exercise of the Warrant Certificate]. In furtherance of the foregoing assignment,
the Holder hereby irrevocably instructs the Company to (i) memorialize such assignment on the Warrant Register as required pursuant to
Section 5 of the Warrant Certificate, and (ii) pursuant to Section 7 of the Warrant Certificate, execute and deliver to
the Assignee [and the Holder][a new Warrant Certificate][new Warrant Certificates] reflecting the foregoing assignment ([each] a “Substitute
Warrant Certificate”).


 


The Assignee acknowledges
and agrees that its Substitute Warrant Certificate and the Warrant Shares to be issued upon exercise thereof are being acquired for investment
and that the Assignee will not offer, sell or otherwise dispose of its Substitute Warrant Certificate or any Warrant Shares to be issued
upon exercise or conversion thereof except under circumstances which will not result in a violation of the Securities Act or any applicable
state securities laws. The Assignee represents and warrants for the benefit of the Company that the Assignee is an “accredited investor”
within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.


 


To the extent required pursuant
to Section 11(a) of the Warrant Certificate, the Assignee acknowledges and agrees that a restrictive legend shall be applied to
the Assignee’s Substitute Warrant and the Warrant Shares issuable upon exercise of such certificate substantially consistent with
the legend set forth in Section 11(a)(i).


 


[SIGNATURE PAGE FOLLOWS]


 






    Exhibit B-1 


     


    

 


IN WITNESS WHEREOF, the parties
hereto agree as set forth above as of the date first written above.


 





		[HOLDER]
	 	 	 
	 	By	               
	 	Name:
	 	Title:


 


	Accepted and agreed,	 
	 	 	 
	[NAME OF ASSIGNEE]	 
	 	 	 
	By	                 	 
	Name:	 
	Title:	 



 






    Exhibit B-2