Exhibit 10.2
SECOND AMENDED AND RESTATED LOCK-UP AGREEMENT
THIS AMENDED AND RESTATED LOCK-UP AGREEMENT (the “Agreement”) is made and entered into as of October [_], 2025, between DarioHealth Corp., a Delaware corporation (the “Company”), and each holder identified on the signature pages hereto (each, including its successors and assigns, a “Holder” and collectively the “Holders”). Each of the Company and the Holders may be individually referred to herein as a “Party” and collectively referred to herein as the “Parties.”
WHEREAS, on May 1, 2023, the Company entered into a securities purchase agreement with the several purchasers signatory thereto relating to an offering (the “Series B Offering”) of shares of its Series B Convertible Preferred Stock (including any sub-designations thereto), par value $0.0001 per share (the “Series B Preferred Stock”);
WHEREAS, on February 15, 2024, the Company entered into a securities purchase agreement with the several purchasers signatory thereto relating to an offering (the “Series C Offering”) of shares of its Series C Convertible Preferred Stock (including any sub-designations thereto), par value $0.0001 per share (the “Series C Preferred Stock”);
WHEREAS, the Holders participated in the Series B Offering and the Series C Offering, and invested an amount of at least $250,000 in the two securities;
WHEREAS, the Company and the Holders entered into a securities purchase agreement, dated as of December 16, 2024 (the “Purchase Agreement”; capitalized terms used but not defined herein shall have the respective meanings given to them in the Purchase Agreement), pursuant to which the Company issued to the Holders shares of its newly designated Series D Convertible Preferred Stock (including any sub-designations thereto), par value $0.0001 per share (the “Series D Preferred Stock”) and agreed to issue additional shares of Common Stock pursuant to this Agreement, subject to the Holder purchasing an amount of Series D Preferred Stock in an amount greater than or equal to 50% of the aggregate purchase price paid for securities in the Series B Offering and Series C Offering;
WHEREAS, in order to facilitate the consummation of the transactions contemplated by the Purchase Agreement and to provide for an orderly market for the Common Stock subsequent to the closing of the Purchase Agreement, the Holders have agreed to enter into this Agreement and to restrict the sale, assignment, transfer, conveyance, hypothecation or alienation of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) issuable upon conversion of the Series B Preferred Stock (the “Series B Conversion Shares”) and the shares of Common Stock issuable upon conversion of the Series C Preferred Stock (the “Series C Conversion Shares”), including any and all shares of Common Stock issuable as dividends to the Series B Preferred Stock and Series C Preferred Stock (together with the Series C Conversion Shares and the Series B Conversion Shares, the “Existing Conversion Shares”) held by such Holder, all on the terms set forth below; and
WHEREAS, the parties executed a lock up agreement, dated December 16, 2024, which the parties now seek to amend and restate pursuant to the terms of this Agreement to account for additional dividends issuable to the holders of Series C Preferred Stock; and
WHEREAS, between May 23, 2025 and May 28, 2025, the Company and holders that previously entered into lock up agreements, entered into an Amended and Restated Lock-Up Agreement to which the holders agreed to extend the restrictive period previously provided in the lock up agreements until February 21, 2026 for the right to receive an additional 10% of the common stock underlying the Series B Preferred Stock and the Series C Preferred Stock held by the holders.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Holders will not, and will not cause or direct any of its affiliates to, without the prior written consent of the Company, directly or indirectly,
Lock-up Period and, except as required by applicable securities laws, no public announcement or filing is voluntarily made or required regarding such plan during the Lock-Up Period,
stock the “Share Consideration”) upon the expiration of the Lock-Up Period, provided that the Existing Conversion Shares remain subject to the Lock Up Period. For clarification purposes, if the Holder breaches its obligation with respect to the Lock Up prior to the relevant Eligibility Date, the Holder shall forgo its right to receive the Share Consideration for all subsequent Share Consideration.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Agreement as of the day and year first above written.
| COMPANY: | |
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| DARIOHEALTH CORP., a Delaware corporation | |
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| Name: Chen Franco-Yehuda | |
| Title: CFO | |
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| HOLDER: | |
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| By: | |
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| By: |
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| Name: | |
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[Counterpart Signature Page to Second Amended and Restated Lock-Up Agreement]
Appendix A
Share Consideration
Total number of shares underlying the Series B Preferred Stock and the Series C Preferred Stock held by the Holder:
No. of Shares of Common Stock | Eligibility Date |
10% of the common stock underlying the Series B Preferred Stock and the Series C Preferred Stock held by the Holder on the 3 months anniversary from the closing date. | 3 months from closing date of the D round |
20% of the common stock underlying the Series B Preferred Stock and the Series C Preferred Stock held by the Holder on the 6 months anniversary from the closing date. | 6 months from closing date of the D round |
30% of the common stock underlying the Series B Preferred Stock and the Series C Preferred Stock held by the Holder on the 9 months anniversary from the closing date. | 9 months from closing date of the D round |
40% of the common stock underlying the Series B Preferred Stock and the Series C Preferred Stock held by the Holder on the 12 months anniversary from the closing date. | 12 months from closing date of the D round |
50% of the common stock underlying the Series B Preferred Stock and the Series C Preferred Stock held by the Holder on February 21, 2026. | February 21, 2026 |
All dividend shares will be issued upon expiration of the lock-up period.