Exhibit 10.1


 


SECOND AMENDMENT
(this “Second Amendment”)


 


Dated November 20, 2018


 


to:


 


that certain AGREEMENT FOR THE PROVISION
OF A LOAN FACILITY OF UP TO US$ 20,000,000 by and among Kreos Capital V (Expert Fund) L.P. (“Kreos”) and
ReWalk Robotics Ltd. (the “Borrower”, and together with Kreos, the “Parties”), dated
as of December 30, 2015, as amended by a First Amendment dated June 9, 2017 (as may be further amended, the “Loan Agreement”).


 


WHEREAS:


 


		A.	As of November 18, 2018, the outstanding principal amount of the Loan under the Loan Agreement
is US$ 9,690,412.36 (the “Outstanding Principal”). For the avoidance of doubt the aforementioned amount does not
include the amount outstanding under the Note (as defined in Preamble B below); and



 


		B.	In accordance with the First Amendment dated June 9, 2017 to the Loan Agreement, the parties restructured
the Loan, and the Borrower issued to Kreos a Secured Convertible Promissory Note (the “Note”); and



 


		C.	In accordance with a Waiver dated September 3, 2018, Kreos agreed, subject to the conditions specified
therein, to defer the payments under the Loan Agreement and the Note that would otherwise be payable on September 3, 2018, and
such payments were subsequently made in accordance with the terms of the Waiver; and



 


		E.	The Parties wish to (i) provide for prepayment of the Note, and (ii) further restructure the Loan
by changing the payment schedule for repayment of the Loan; and



 


		F.	The Parties wish to enter into this Second Amendment to amend the Loan Agreement in accordance
with the above and as further detailed herein.



 


NOW, THEREFORE, in consideration
of the mutual promises and covenants set forth herein, the Parties hereby agree as follows:


 


	1.	Definitions




 


Unless otherwise
defined herein, capitalized terms used but not defined in this Second Amendment shall have the meaning ascribed to them in the
Loan Agreement.


 






    


     


    

 


	2.	Repayment of Note




 


On the date
hereof, the Borrower shall prepay the Note by paying to Kreos the total amount of US$ 3,600,000. Kreos agrees that such payment
shall constitute payment in full of all amounts payable under the Note, including without limitation principal, interest and End
of Loan Payments, and that upon receipt of such payment (i) Kreos shall have no further claim against the Borrower with respect
to the Note, and (ii) Kreos shall promptly cancel the Note and return the cancelled original Note to the Borrower. To facilitate
efficient closing, the Borrower and Kreos hereby agree that the purchase price previously committed to be paid by Kreos for the
purchase of 12,000,000 units (the “Units”) and/or pre-funded units (the “Pre-Funded Units”;
each Pre-Funded Unit consisting of one ‘pre-funded warrant’ and one ‘common warrant’ as described in the “Form S-1,”
as defined below) in the Borrower’s offering pursuant to its effective registration statement on Form S-1 (File No. 333-227852)
(“Form S-1”) and an underwriting agreement, dated November 16, 2018, between the Borrower and H.C. Wainwright
& Co. LLC, as representative of the underwriters named therein (the “Representative”), will be netted against
the repayment of the Note by the Borrower, such that (i) the Borrower will not be required to transfer funds to Kreos, (ii) Kreos
will not be required to transfer funds to the Representative, and the Borrower will confirm to the Representative that it has received
the consideration for the Units or Pre-Funded Units purchased by Kreos for an aggregate purchase price, at the applicable public
offering price (i.e. up to $0.30 per Unit or up to $0.29 per Pre-Funded Unit), of US$ 3,600,000, (iii) the Borrower will
be solely responsible for satisfying any obligation to the Representative with respect to the underwriting discounts and commissions
relating to the Units or Pre-Funded Units so purchased by Kreos, and (iv) any balance of the Note not netted as provided in clauses
(i) and (ii) above will, upon Kreos’ exercise of the pre-funded warrants contained in the Pre-Funded Units, be netted by
the Borrower against the exercise price of such pre-funded warrants, such that Kreos will not be required to transfer funds to
the Borrower for the exercise price of such pre-funded warrants.


 


	3.	Restructure of Loan




 


The Parties
agree that, effective as of the date hereof:


 


		3.1.	Outstanding Principal



 


The repayment
of the Outstanding Principal shall be in accordance with the repayment schedule attached hereto as Appendix B (the
“New Repayment Schedule”), which shall supersede and replace any and all existing Repayment Schedules.


 


		3.2.	Prepayments



 


Section 5.4
of the Loan Agreement shall be replaced with the following:


 


“The
Borrower shall be entitled to prepay the Loan, in whole but not in part, subject to the following conditions:


 


		a)	The Borrower shall submit to Kreos an irrevocable written notice for prepayment of the Loan,
at least thirty (30) days in advance, indicating the amount to be prepaid (the “Prepayment Sum”) and the date
of prepayment, provided that such prepayment shall be made on the last day of a calendar month;



 


		b)	In the event that the Borrower prepays the Loan in accordance with this Section 5.4,
                                                                    the Prepayment Sum shall be the outstanding principal of the Loan (without any interest) plus  (i) in case
                                                                    prepayment is made within twelve (12) months of the date of the Second Amendment to this Loan Agreement, an amount of 5% of
                                                                    the                                                                     outstanding
                                                                    principal of the Loan Facility Amount at that                                                                     time; or
                                                                    (ii) in case prepayment is made more than twelve (12) months after,
                                                                    but within twenty-four (24) months of, the date of the Second Amendment to this Loan Agreement, an amount equal to 3% of the
                                                                    outstanding                                                                     principal
                                                                    of the Loan at that time; or (iii) in case                                                                     prepayment is
                                                                    made more than twenty-four (24) months the date of the Second
                                                                    Amendment to this Loan Agreement, an amount equal to 1% of the outstanding principal of the Loan at that time.



 






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		c)	The Borrower shall also pay Kreos:



 


		(1)	the End of Loan Payment;



 


		(2)	all unpaid Transaction Fee (if any); and



 


		(3)	all other sums payable by the Borrower to Kreos under the Loan Agreement
(including without limitations the fees and payment to be made according to the provisions of Sections ‎10 and ‎11
of the Loan Agreement).”



 


	4.	Amendment of Warrant




 


Simultaneously
with the execution of this Second Amendment, the parties are also entering into an amendment to the Warrant Instrument that was
issued pursuant to the Loan Agreement.


 


	5.	No Default




 


Kreos
hereby consents that the restructure of the Loan as set forth herein shall not constitute an Event of Default, a breach of any
representation or warranty on the part of Borrower, or a failure of any condition in the Loan Agreement or the Security Documents.


 


	6.	Survival of Provisions




 


Except as otherwise
expressly amended hereby as set forth above, the terms, conditions, agreements and provisions set forth in the Loan Agreement and
the Security Documents and all other documents executed in connection therewith shall remain in full force and effect.


 


	7.	General Provisions




 


		7.1.	Expenses



 


The Borrower
shall bear the costs and expenses, including legal expenses, incurred by Kreos in connection with the negotiation and execution
of this Second Amendment and any other document and/or agreement that may be required in order to implement the foregoing up to
US$5,000 plus VAT.


 


		7.2.	Entire Agreement



 


This Second
Amendment shall be deemed for all intents and purposes as an integral part of the Loan Agreement. The Loan Agreement, as amended
by the First Amendment and this Second Amendment, together with all ancillary documents thereunder, constitutes the entire agreement
of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written
and oral, between the parties hereto with respect to the subject matter hereof. In the event of any contradiction between the terms
of the Loan Agreement and the terms of this Second Amendment, the terms of this Second Amendment shall prevail.


 


		7.3.	Counterparts



 


This Second
Amendment may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which
when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery
of an executed counterpart of a signature page to this Second Amendment by facsimile or email shall be effective as delivery of
a manually executed counterpart of this Second Amendment.


 


		-	– Signature page follows –



 




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IN WITNESS WHEREOF, the undersigned have executed
this SECOND AMENDMENT as of the date set forth above.


 





	BORROWER	 
	 	 	 
	Signed	 
	 	 
	/s/ Ori Gon	 
	For and on behalf of	 
	 	 	 
	REWALK ROBOTICS LTD.	 
	 	 	 
	Name: 	Ori Gon          	 
	 	 	 
	Title:	Chief Financial Officer	 
	 	 	 
	KREOS	 
	 	 	 
	Signed
	/s/ Raoul Stein	 
	For and on behalf of	 
	 	 	 
	KREOS CAPITAL V (Expert Fund) L.P.	 
	 	 	 
	Name:	Raoul Stein	 
	 	 	 
	Title:	General Partner	 



 




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Appendix A


 


New Repayment Schedule 


 





	Date	 	Capital	 	 	Interest	 	 	Total	 	 	Gross loan balance	 	 	Net loan balance	 
	20 Nov 18	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	9,690,412.36	 	 	 	8,768,831.10	 
	1 Dec 18	 	 	423,082.64	 	 	 	113,684.94	 	 	 	536,767.59	 	 	 	9,267,329.72	 	 	 	8,345,748.45	 
	1 Jan 19	 	 	139,690.10	 	 	 	128,693.69	 	 	 	268,383.79	 	 	 	9,127,639.62	 	 	 	8,206,058.35	 
	1 Feb 19	 	 	140,941.49	 	 	 	127,442.30	 	 	 	268,383.79	 	 	 	8,986,698.13	 	 	 	8,065,116.86	 
	1 Mar 19	 	 	142,204.09	 	 	 	126,179.70	 	 	 	268,383.79	 	 	 	8,844,494.04	 	 	 	7,922,912.77	 
	1 Apr 19	 	 	143,478.00	 	 	 	124,905.79	 	 	 	268,383.79	 	 	 	8,701,016.04	 	 	 	7,779,434.77	 
	1 May 19	 	 	144,763.33	 	 	 	123,620.47	 	 	 	268,383.79	 	 	 	8,556,252.71	 	 	 	7,634,671.45	 
	1 Jun 19	 	 	146,060.16	 	 	 	122,323.63	 	 	 	268,383.79	 	 	 	8,410,192.55	 	 	 	7,488,611.28	 
	1 Jul 19	 	 	147,368.62	 	 	 	121,015.17	 	 	 	268,383.79	 	 	 	8,262,823.93	 	 	 	7,341,242.66	 
	1 Aug 19	 	 	148,688.80	 	 	 	119,695.00	 	 	 	268,383.79	 	 	 	8,114,135.13	 	 	 	7,192,553.86	 
	1 Sep 19	 	 	150,020.80	 	 	 	118,362.99	 	 	 	268,383.79	 	 	 	7,964,114.33	 	 	 	7,042,533.06	 
	1 Oct 19	 	 	151,364.74	 	 	 	117,019.06	 	 	 	268,383.79	 	 	 	7,812,749.59	 	 	 	6,891,168.33	 
	1 Nov 19	 	 	152,720.71	 	 	 	115,663.08	 	 	 	268,383.79	 	 	 	7,660,028.88	 	 	 	6,738,447.61	 
	1 Dec 19	 	 	154,088.84	 	 	 	114,294.96	 	 	 	268,383.79	 	 	 	7,505,940.05	 	 	 	6,584,358.78	 
	1 Jan 20	 	 	412,085.42	 	 	 	112,914.58	 	 	 	525,000.00	 	 	 	7,093,854.62	 	 	 	6,172,273.35	 
	1 Feb 20	 	 	415,777.02	 	 	 	109,222.98	 	 	 	525,000.00	 	 	 	6,678,077.60	 	 	 	5,756,496.33	 
	1 Mar 20	 	 	419,501.69	 	 	 	105,498.31	 	 	 	525,000.00	 	 	 	6,258,575.91	 	 	 	5,336,994.64	 
	1 Apr 20	 	 	423,259.73	 	 	 	101,740.27	 	 	 	525,000.00	 	 	 	5,835,316.19	 	 	 	4,913,734.92	 
	1 May 20	 	 	427,051.43	 	 	 	97,948.57	 	 	 	525,000.00	 	 	 	5,408,264.76	 	 	 	4,486,683.49	 
	1 Jun 20	 	 	430,877.10	 	 	 	94,122.90	 	 	 	525,000.00	 	 	 	4,977,387.66	 	 	 	4,055,806.39	 
	1 Jul 20	 	 	434,737.04	 	 	 	90,262.96	 	 	 	525,000.00	 	 	 	4,542,650.62	 	 	 	3,621,069.36	 
	1 Aug 20	 	 	438,631.56	 	 	 	86,368.44	 	 	 	525,000.00	 	 	 	4,104,019.07	 	 	 	3,182,437.80	 
	1 Sep 20	 	 	442,560.96	 	 	 	82,439.04	 	 	 	525,000.00	 	 	 	3,661,458.10	 	 	 	2,739,876.83	 
	1 Oct 20	 	 	446,525.57	 	 	 	78,474.43	 	 	 	525,000.00	 	 	 	3,214,932.53	 	 	 	2,293,351.26	 
	1 Nov 20	 	 	450,525.70	 	 	 	74,474.30	 	 	 	525,000.00	 	 	 	2,764,406.83	 	 	 	1,842,825.56	 
	1 Dec 20	 	 	454,561.66	 	 	 	70,438.34	 	 	 	525,000.00	 	 	 	2,309,845.17	 	 	 	1,388,263.91	 
	1 Jan 21	 	 	458,633.77	 	 	 	66,366.23	 	 	 	525,000.00	 	 	 	1,851,211.40	 	 	 	929,630.13	 
	1 Feb 21	 	 	462,742.37	 	 	 	62,257.63	 	 	 	525,000.00	 	 	 	1,388,469.04	 	 	 	466,887.77	 
	1 Mar 21	 	 	466,887.77	 	 	 	58,112.23	 	 	 	525,000.00	 	 	 	921,581.27	 	 	 	0.00	 


 








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