Certain confidential information contained in this document, marked by brackets and asterisk, has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K, because it (i) is not material and (ii) would be competitively harmful if publicly disclosed.Exclusive Agency Agreement • September 29th, 2021 • ReWalk Robotics Ltd. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This letter agreement (this “Agreement”) constitutes the agreement between ReWalk Robotics Ltd. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”), that Wainwright shall serve as the exclusive agent, advisor or underwriter in any offering of securities of the Company (the “Securities”), including, but not limited to, restructuring of the outstanding warrants of the Company (a “Warrant Restructuring”), during the Term (as hereinafter defined) of this Agreement (each, an “Offering”). The terms of each Offering and the Securities issued in connection therewith shall be mutually agreed upon by the Company and Wainwright and nothing herein implies that Wainwright would have the power or authority to bind the Company and nothing herein implies that the Company shall have an obligation to issue any Securities. It is understood that Wainwright’s assistance in an Offering will be subject to the satisfactory completion of such investigation and inquiry into the affairs of the Company
ORDINARY SHARE PURCHASE WARRANT REWALK ROBOTICS LTD.Security Agreement • September 29th, 2021 • ReWalk Robotics Ltd. • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [__, ]1 (the “Termination Date”), but not thereafter, to subscribe for and purchase from ReWalk Robotics Ltd., an Israeli company (the “Company”), up to ______ Ordinary Shares, NIS 0.25 par value (the “Ordinary Share(s)”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
FORM OF PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT REWALK ROBOTICS LTD.Pre-Funded Ordinary Share Purchase Warrant • September 29th, 2021 • ReWalk Robotics Ltd. • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from ReWalk Robotics Ltd., an Israeli company (the “Company”), up to ______ ordinary shares, NIS 0.25 par value (the “Ordinary Share(s)”)(as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLACEMENT AGENT ORDINARY SHARE PURCHASE WARRANT REWALK ROBOTICS LTD.Securities Agreement • September 29th, 2021 • ReWalk Robotics Ltd. • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS PLACEMENT AGENT ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 27, 2026 (the “Termination Date”), but not thereafter, to subscribe for and purchase from ReWalk Robotics Ltd., an Israeli company (the “Company”), up to ______ Ordinary Shares, NIS 0.25 par value (the “Ordinary Share(s)”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain engagement letter, dated as of September 24, 2021, by and between the Company and H.C. Wainwright & Co., LLC.
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 29th, 2021 • ReWalk Robotics Ltd. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 27, 2021, between ReWalk Robotics Ltd., a company organized under the laws of the State of Israel (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
