REWALK ROBOTICS LTD. [Form of] Warrant To Purchase Ordinary SharesReWalk Robotics Ltd. • October 31st, 2016 • Orthopedic, prosthetic & surgical appliances & supplies • New York
ReWalk Robotics Ltd., a company organized under the laws of the State of Israel (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the date of original issuance (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), ______________ (_____________)1 fully paid non-assessable Ordinary Shares (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Ordinary Shares (including any Warrants to Purchase Ordinary Shares issued in exchange, transfer or replacement hereof, this “Warrant”),
REWALK ROBOTICS LTD. 3,250,000 Units Each Consisting of One Ordinary Share and 0.75 of a Warrant to Purchase One Ordinary Share UNDERWRITING AGREEMENTUnderwriting Agreement • October 31st, 2016 • ReWalk Robotics Ltd. • Orthopedic, prosthetic & surgical appliances & supplies • New York
ReWalk Robotics Ltd., a company organized under the laws of the State of Israel (the “Company”), proposes to sell to Oppenheimer & Co. Inc., as the sole underwriter (the “Underwriter”) named in Schedule I attached to this agreement (this “Agreement”) an aggregate of 3,250,000 units (the “Units”), each Unit consisting of (i) one ordinary share (each, a “Firm Share” and collectively, the “Firm Shares”), par value NIS 0.01 per share, of the Company (the “Ordinary Shares”) and (ii) a warrant to purchase one Ordinary Share at an exercise price of $4.75 per share (each, an “Offered Warrant” and collectively, the “Offered Warrants”). In addition, the Company proposes to grant to the Underwriter an option to purchase up to an aggregate of 487,500 additional Units on the terms set forth in Section 2 (the “Option Units”). The Ordinary Shares underlying the Option Units are referred to as the “Option Shares” (together with the Offering Shares, the “Shares”) and the warrants underlying the Option
