EXHIBIT 4.2


 


DESCRIPTION
OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT


TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934


 





The
following is a description of the ordinary shares, par value NIS 0.25 per share, of ReWalk Robotics Ltd. (the “Company,”
“we” or “us”) registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). This description is a summary and is qualified in its entirety by reference to the third amended and restated articles
of association, a copy of which is filed as Exhibit 3.1 to the Annual Report on Form 10-K of the Company for the fiscal year ended
December 31, 2019 (the “2019 Annual Report”). We refer in this exhibit to our third amended and restated articles of
association as our “Articles of Association.”




 


General


 


Our authorized share
capital currently consists solely of 60,000,000 ordinary shares, par value NIS 0.25 per share. 7,319,560 ordinary shares were issued
and outstanding as of December 31, 2019.


 


All of our issued and
outstanding ordinary shares are validly issued, fully paid and non-assessable. Our ordinary shares are not redeemable and, except
with respect to the ordinary shares issued in an investment agreement, dated March 6, 2018, with Timwell Corporation Limited, a
Hong Kong entity (“Timwell”), do not have any preemptive rights. Pursuant to the investment agreement, as long as Timwell
holds at least 75% of the aggregate number of the ordinary shares it purchased, whenever the Company proposes to offer or sell
any new securities other than in a public offering and in certain other scenarios, the Company must first offer Timwell the right
to purchase its then-applicable preemptive pro rata fraction of such new securities as calculated based on the terms provided in
the investment agreement.


 


For information about
deduction of the withholding tax or other duties from dividend payments, see “Item 5. Market for Registrant’s Common
Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” and “Item 1A. Risk Factors. Risks Relating
to Our Incorporation and Location in Israel” of our 2019 Annual Report.


 





Ordinary Shares


 


Quorum requirements


 


The quorum required
for our general meetings of shareholders consists of at least two holders of our ordinary shares present in person or by proxy
and holding among them at least 33 1/3% of the total outstanding voting rights.


 


Vote Requirements


 


Pursuant to our Articles
of Association, holders of our ordinary shares have one vote for each ordinary share held on all matters submitted to a vote before
the shareholders at a general meeting. Shareholders may vote at a general meeting either in person, by proxy or by written ballot.


 


Our Articles of Association provide that all resolutions of
our shareholders require a simple majority vote, unless otherwise required by the Israel Companies Law, 5799-1999 (the “Israel
Companies Law”) or by our Articles of Association. Under the Israel Companies Law, each of (i) the approval of an extraordinary
transaction with a controlling shareholder and (ii) the terms of employment or other engagement of the controlling shareholder
of the company or such controlling shareholder’s relative (even if not extraordinary) requires special approval. For more
information, see our Registration Statement on Form 8-A as filed with the SEC on September 2, 2014 under the heading “Item
1. Description of Registrant’s Securities to be Registered.” Under our Articles of Association, the alteration of the
rights, privileges, preferences or obligations of any class of our shares requires a simple majority vote of all classes of shares
voting together as a single class at a shareholder meeting. Our Articles of Association also require that the removal of any director
from office (other than our external directors) or the amendment of the provisions of our amended articles relating to our staggered
board requires the vote of 65% of the total voting power of our shareholders. In addition, the voluntary winding up, or approval
of a scheme of arrangement or reorganization, of the Company pursuant to Section 350 of the Israel Companies Law, requires the
approval of holders of 75% of the voting rights represented at the meeting, in person, by proxy or by voting deed and voting on
the resolution. 


 



     


     


    

 


Preferred Stock


 





The Company may, from
time to time, by shareholders resolution, provide for shares with such preferred or deferred rights or rights of redemption or
other special rights and/or such restrictions, whether in regard to dividends, voting, repayment of share capital or otherwise,
as may be stipulated in such resolution (subject to the provisions of the Israel Companies Law). The rights of the holders of ordinary
shares will be subject to, and may be adversely affected by, the rights of holders of any preferred stock that may be issued in
the future. As of the date of the filing of the 2019 Annual Report, we had no shares of preferred stock outstanding.


 






Transfer of Shares; Share Ownership Restrictions


 


Our fully paid ordinary
shares are issued in registered form and may be freely transferred under our Articles of Association, unless the transfer is restricted
or prohibited by another instrument, applicable law or the rules of a stock exchange on which the shares are listed for trade.
The ownership or voting of our ordinary shares by non-residents of Israel is not restricted in any way by our Articles of Association
or the laws of the State of Israel, except for ownership by nationals of some countries that are, or have been, in a state of war
with Israel.


 


Election of Directors


 


Our ordinary shares
do not have cumulative voting rights for the election of directors. As a result, the holders of a majority of the voting power
represented at a shareholders meeting have the power to elect all of our directors, subject to the special approval requirements
for external directors.


 





Under our Articles
of Association, our board of directors must consist of not less than five but no more than thirteen directors, including two external
directors as and if required by the Israel Companies Law. Pursuant to our Articles of Association, other than the external directors,
for whom special election requirements apply under the Israel Companies Law, the vote required to appoint a director is a simple
majority vote of holders of our voting shares, participating and voting at the relevant meeting. In addition, our directors, other
than the external directors, are divided into three classes that are each elected at a general meeting of our shareholders every
three years, in a staggered fashion (such that one class is elected each year), and serve on our board of directors unless they
are removed by a vote of 65% of the total voting power of our shareholders at a general or special meeting of our shareholders
or upon the occurrence of certain events, in accordance with the Israel Companies Law and our Articles of Association. In addition,
our Articles of Association allow our board of directors to appoint new directors and appoint directors to fill vacancies on the
board of directors to serve for a term of office equal to the remaining period of the term of office of the directors(s) whose
office(s) have been vacated.


 


External directors
are elected for an initial term of three years, may be elected for additional terms of three years each under certain circumstances
and may be removed from office pursuant to the terms of the Israel Companies Law. Pursuant to regulations promulgated under the
Israel Companies Law, as a company that does not have a controlling shareholder and that complies with the United States securities
laws and the corporate governance rules of the Nasdaq Stock Market, we are permitted to “opt out” of the requirement
to appoint external directors. In February 2018, we opted out of the requirement to have external directors.







 


Dividend and Liquidation Rights


 





Subject to the Israel
Companies Law, we may declare a dividend to be paid to the holders of our ordinary shares in proportion to their respective shareholdings.
Under the Israel Companies Law, dividend distributions are determined by the board of directors and do not require the approval
of the shareholders of a company unless the company’s articles of association provide otherwise. Our Articles of Association
do not require shareholder approval of a dividend distribution and provide that dividend distributions may be determined by our
board of directors.







 



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Pursuant to the Israel Companies Law,
a company may make a distribution of dividends out of its profits on the condition that there is no reasonable concern that the
distribution may prevent the company from meeting its existing and expected obligations when they fall due. The Israel Companies
Law defines such profit as retained earnings or profits accrued in the last two years, whichever is greater, according to the
last reviewed or audited financial statements of the company, provided that the date of the financial statements is not more than
six months before the distribution.


 


In the event of our
liquidation, after satisfaction of liabilities to creditors, our assets will be distributed to the holders of our ordinary shares
in proportion to their shareholdings. This right, as well as the right to receive dividends, may be affected by the grant of preferential
dividend or distribution rights to the holders of a class of shares with preferential rights that may be authorized in the future.


  


Exchange Controls


 


There are currently
no Israeli currency control restrictions on payments of dividends or other distributions with respect to our ordinary shares or
the proceeds from the sale of the shares, except for the obligation of Israeli residents to file reports with the Bank of Israel
regarding certain transactions. However, legislation remains in effect pursuant to which currency controls can be imposed by administrative
action at any time.


 


Shareholder Meetings


 





Under Israeli law,
we are required to hold an annual general meeting of our shareholders once every calendar year and no later than 15 months after
the date of the previous annual general meeting. All meetings other than the annual general meeting of shareholders are referred
to in our Articles of Association as extraordinary general meetings. Our board of directors may call extraordinary general meetings
whenever it sees fit, at such time and place, within or outside of Israel, as it may determine. In addition, the Israel Companies
Law provides that our board of directors is required to convene an extraordinary general meeting upon the written request of (i)
any two of our directors or one-quarter of the members of our board of directors or (ii) one or more shareholders holding, in the
aggregate, either (a) five percent or more of our outstanding issued shares and one percent of our outstanding voting power or
(b) five percent or more of our outstanding voting power.


 


Subject to the provisions
of the Israel Companies Law and the regulations promulgated thereunder, shareholders entitled to participate and vote at general
meetings are the shareholders of record on a date to be decided by the board of directors, which may be between four and 40 days
prior to the date of the meeting. Furthermore, the Israel Companies Law requires that resolutions regarding the following matters
be passed at a general meeting of our shareholders:







 


	 	●	amendments to our Articles of Association;


 


	 	●	appointment or termination of our auditors;


 


	 	●	appointment of external directors;


 


	 	●	approval of certain related party transactions;


 


	 	●	increases or reductions of our authorized share capital;


 


	 	●	a merger; and


 


	 	●	the exercise of our board of directors’ powers by a general meeting, if our board of directors is unable to exercise its powers and the exercise of any of its powers is required for our proper management.


 


The Israel Companies
Law and our Articles of Association require that notice of any annual general meeting or extraordinary general meeting be provided
to shareholders at least 21 days prior to the meeting and if the agenda of the meeting includes the appointment or removal of directors,
the approval of transactions with office holders or interested or related parties, or an approval of a merger, notice must be provided
at least 35 days prior to the meeting.


 



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Under the Israel Companies
Law and under our Articles of Association, our shareholders are not permitted to take action via written consent in lieu of a meeting.


 


Access to Corporate Records


 


Under the Israel Companies
Law, shareholders generally have the right to review: minutes of our general meetings; our shareholders register and principal
shareholders register; our Articles of Association; our annual financial statements; and any document that we are
required by law to file publicly with the Israel Companies Registrar or the Israel Securities Authority. In addition, shareholders
may request to be provided with any document related to an action or transaction with a related party that requires shareholder
approval under the related party transaction provisions of the Israel Companies Law. We may deny a request to review a document
if we believe it has not been made in good faith, that the document contains a trade secret or patent or that the document’s
disclosure may otherwise impair our interests.


  


Acquisitions Under Israeli Law


 


Full Tender Offer.
A person wishing to acquire shares of an Israeli public company and who would as a result hold over 90% of the target company’s
issued and outstanding share capital (or of a class thereof) is required by the Israel Companies Law to make a tender offer to
all of the company’s shareholders for the purchase of all of the issued and outstanding shares of the company (or the applicable
class). If as a result of a full tender offer the purchaser would own more than 95% of the issued and outstanding share capital
of the company or of the applicable class, and more than half of the shareholders who do not have a personal interest in the offer
accept the offer, all of the shares that the purchaser offered to purchase will be transferred to the acquirer by operation of
law. The law provides for appraisal rights if any shareholder files a request in court within six months following the consummation
of a full tender offer, provided that the purchaser is entitled to stipulate that tendering shareholders forfeit their appraisal
rights. If as a result of a full tender offer the purchaser would own 95% or less of the issued and outstanding share capital of
the company or of the applicable class, the purchaser may not acquire shares that will cause its shareholding to exceed 90% of
the issued and outstanding share capital of the company or of the applicable class.


 


Special Tender Offer.
The Israel Companies Law provides that an acquisition of shares of an Israeli public company must be made by means of a special
tender offer if as a result of the acquisition the purchaser would become a holder of 25% or more of the voting rights in the company,
unless there is already another holder of at least 25% of the voting rights in the company. Similarly, the Israel Companies Law
provides that an acquisition of shares in a public company must be made by means of a special tender offer if as a result of the
acquisition the purchaser would become a holder of more than 45% of the voting rights in the company, if there is no other shareholder
of the company who holds more than 45% of the voting rights in the company, subject to certain exceptions.


 


A special tender offer
must be extended to all shareholders of a company but the offeror is not required to purchase shares representing more than 5%
of the voting power attached to the company’s outstanding shares, regardless of how many shares are tendered by shareholders.
A special tender offer may be consummated only if (i) at least 5% of the voting power attached to the company’s outstanding
shares will be acquired by the offeror and (ii) the number of shares tendered in the offer exceeds the number of shares whose holders
objected to the offer (excluding the purchaser, controlling shareholders, holders of 25% or more of the voting rights in the company
or any person having a personal interest in the acceptance of the tender offer). If a special tender offer is accepted, then the
purchaser or any person or entity controlling it or under common control with the purchaser or such controlling person or entity
may not make a subsequent tender offer for the purchase of shares of the target company and may not enter into a merger with the
target company for a period of one year from the date of the offer, unless the purchaser or such person or entity undertook to
effect such an offer or merger in the initial special tender offer.


 


Merger. The
Israel Companies Law permits merger transactions if approved by each party’s board of directors and, unless certain requirements
described under the Israel Companies Law are met, by a majority vote of each party’s shares, and, in the case of the target
company, a majority vote of each class of its shares, voted on the proposed merger at a shareholders meeting.







 



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For purposes of the
shareholder vote, unless a court rules otherwise, the merger will not be deemed approved if a majority of the votes of shares represented
at the shareholders meeting that are held by parties other than the other party to the merger, or by any person (or group of persons
acting in concert) who holds (or hold, as the case may be) 25% or more of the voting rights or the right to appoint directors of
the other party, vote against the merger. If, however, the merger involves a merger with a company’s own controlling shareholder
or if the controlling shareholder has a personal interest in the merger, then the merger is instead subject to the same special
majority approval that governs all extraordinary transactions with controlling shareholders.


 


If the transaction
would have been approved by the shareholders of a merging company but for the separate approval of each class or the exclusion
of the votes of certain shareholders as provided above, a court may still approve the merger upon the request of holders of at
least 25% of the voting rights of a company, if the court holds that the merger is fair and reasonable, taking into account the
value of the parties to the merger and the consideration offered to the shareholders of the company.


 


Upon the request of
a creditor of either party to the proposed merger, the court may delay or prevent the merger if it concludes that there exists
a reasonable concern that, as a result of the merger, the surviving company will be unable to satisfy the obligations of the merging
entities, and may further give instructions to secure the rights of creditors.


 


In addition, a merger
may not be consummated unless at least 50 days have passed from the date on which a proposal for approval of the merger was filed
by each party with the Israeli Companies Registrar and at least 30 days have passed from the date on which the merger was approved
by the shareholders of each party.


  


Anti-takeover Measures Under Israeli
Law


 


The Israel Companies
Law allows us to create and issue shares having rights different from those attached to our ordinary shares, including shares providing
certain preferred rights with respect to voting, distributions or other matters and shares having preemptive rights. Upon the closing
of our initial public offering, our Articles of Association were amended to provide that no preferred shares are authorized. In
the future, if we do authorize, create and issue a specific class of preferred shares, such class of shares, depending on the specific
rights that may be attached to it, may have the ability to frustrate or prevent a takeover or otherwise prevent our shareholders
from realizing a potential premium over the market value of their ordinary shares. The authorization and designation of a class
of preferred shares will require an amendment to our Articles of Association, which requires the prior approval of the holders
of a majority of the voting power attaching to our issued and outstanding shares at a general meeting. The convening of the meeting,
the shareholders entitled to participate and the majority vote required to be obtained at such a meeting will be subject to the
requirements set forth in the Israel Companies Law as described above in “— Voting Rights.”


 


Transfer Agent and Registrar


 


The transfer agent
and registrar for our ordinary shares is American Stock Transfer & Trust Company, LLC. Its address is 6201 15th Avenue, Brooklyn,
New York 11219, and its telephone number is (800) 937-5449. 


 


 


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