Exhibit 10.1


 





July __, 2016


 


Warrant Amendment Agreement


 


 


Dear Warrant Holder:


 



Reference is made to those certain Series A Common Stock Purchase Warrants, in the form attached hereto as Exhibit B,
issued by LabStyle Innovations Corp., a Delaware corporation (the "Company"), to the purchasers listed on Exhibit
A annexed hereto (each a "Purchaser" and collectively the "Purchasers"), each dated as set
forth on Exhibit A (each a "Warrant"), pursuant to which the Company granted each Purchaser a right to
acquire such number of shares of common stock, par value $0.0001 per share, of the Company, as set forth opposite such Purchaser’s
name on Exhibit A, at a per share exercise price of $6.30 (subject to certain adjustments as provided in the Warrant).
Each Warrant is one of a series of similar warrants issued by the Company pursuant to that certain Securities Purchase
Agreement dated July 23, 2015 and/or August 28, 2015, by and among the Company and the Purchasers identified therein (the "Securities
Purchase Agreement"). Capitalized terms not otherwise defined herein shall have the meanings given to them in the Securities
Purchase Agreement and the Warrant.


 


This letter
agreement (the "Agreement") is intended to document the agreement and understanding with respect to the circumstances
under which the Company and each Purchaser agree to amend the terms of the Warrant as set forth herein.


 



The Company and the Purchaser have agreed as follows:


 


1.           Amendment
of Warrant.


 


(a)           Amended Warrant
Exercise Term. The Company and each Purchaser agrees that the Warrant Exercise Term (as defined in the Warrant) shall be amended
to reflect _________, 2017, such that each Warrant shall expire on such date.


 


(b)           Exercise Price.
The Exercise Price (as defined in the Warrant) per share of the Common Stock underlying the Warrants, as set forth in Section 1
of the Warrants, shall be amended to reflect $6.66, subject to adjustment as provided in the Warrants.


 


2.           Representations
and Warranties of the Purchaser. Each Purchaser shall be bound by and observe all the provisions and conditions of the Securities
Purchase Agreement applicable to such Purchaser and hereby confirms the accuracy of the representations and warranties of such
Purchaser set forth in Section 3.2 of the Securities Purchase Agreement in all material respects.


 


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


 






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


 


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


 


 


[signature page follows]


 


 




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IN WITNESS WHEREOF,
the parties hereto have caused this Letter Agreement to be duly executed by their respective authorized signatories as of the date
indicated below.



 




LABSTYLE INNOVATIONS CORP.


 


 


By:_____________________

Name:

Title:


 


Date: ________________


 


 


 


 


 


 


 


 


 


 


[Company Signature Page
to Warrant Amendment Agreement]



 






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IN WITNESS WHEREOF, the parties hereto have
caused this Letter Agreement to be duly executed by their respective authorized signatories as of the date indicated below.


 




PURCHASER:


 




By:_________________

Name:

Title:





Date: ________________


 


 


 


 


 


 


 


 


 


[Purchaser Signature Page to Warrant Amendment
Agreement]


 


 











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