REWALK ROBOTICS LTD. – 10-K – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our
audited consolidated financial statements and the related notes included
elsewhere in this annual report. This discussion contains forward-looking
statements that are based on our management's current expectations, estimates
and projections for our business, which are subject to a number of risks and
uncertainties. Our actual results may differ materially from those anticipated
in these forward-looking statements as a result of many factors, including those
set forth under "Special Note Regarding Forward-Looking Statements and "Part I.
Item 1A. Risk Factors."

Overview

We are an innovative medical device company that is designing, developing, and
commercializing robotic exoskeletons that allow individuals with mobility
impairments or other medical conditions the ability to stand and walk once
again. We have developed and are continuing to commercialize our ReWalk Personal
and ReWalk Rehabilitation devices for individuals with spinal cord injury ("SCI
Products"), which are exoskeletons designed for individuals with paraplegia that
use our patented tilt-sensor technology and an on-board computer and motion
sensors to drive motorized legs that power movement.

We have also developed and began commercializing our ReStore device in June
2019. ReStore is a powered, lightweight soft exo-suit intended for use in the
rehabilitation of individuals with lower limb disability due to stroke. During
the second quarter of 2020 we have finalized and moved to implement two separate
agreements to distribute additional product lines in the U.S. market. The
Company will be the exclusive distributor of the MediTouch Tutor movement
biofeedback systems in the United States and will also have distribution rights
for the MYOLYN MyoCycle FES cycles to U.S. rehabilitation clinics and personal
sales through the U.S. Department of Veterans Affairs ("VA") hospitals and other
personal sales. These new products will improve our product offering to clinics
as well as patients within the VA as they both have similar clinician and
patient profile.

Our principal markets are the United States and Europe. In Europe, we have a
direct sales operation in Germany and the United Kingdom and work with
distribution partners in certain other major countries. We have offices in
Marlborough, Massachusetts, Berlin, Germany and Yokneam, Israel, where we
operate our business from.

We have in the past generated and expect to generate in the future revenues from
a combination of third-party payors, self-payors, including private and
government employers, and institutions. While a broad uniform policy of coverage
and reimbursement by third-party commercial payors currently does not exist in
the United States for electronic exoskeleton technologies such as the ReWalk
Personal, we are pursuing various paths of reimbursement and support fundraising
efforts by institutions and clinics. In December 2015, the U.S. Department of
Veterans Affairs, or the VA, issued a national policy for the evaluation,
training and procurement of ReWalk Personal exoskeleton systems for all
qualifying veterans across the United States. The VA policy is the first
national coverage policy in the United States for qualifying individuals who
have suffered spinal cord injury. As of December 31, 2021, we had placed 25
units as part of the VA policy.

According to a 2017 report published by the Centers for Medicare and Medicaid
Services, or CMS, approximately 55% of the spinal cord injury population which
are at least five years post their injury date are covered by CMS. In July 2020,
a code was issued for ReWalk Personal 6.0 (effective October 1, 2020), which
might later be followed by coverage policy of CMS.

Additionally, to date, several private insurers in the United States and Europe
have provided reimbursement for ReWalk in certain cases. In Germany, we continue
to make progress toward achieving ReWalk coverage from the various government,
private and worker's compensation payors. In September 2017, each of German
insurer BARMER GEK ("Barmer") and national social accident insurance provider
Deutsche Gesetzliche Unfallversicherung ("DGUV"), indicated that they will
provide coverage to users who meet certain inclusion and exclusion criteria. In
February 2018, the head office of German statutory health insurance, or SHI,
Spitzenverband ("GKV") confirmed their decision to list the ReWalk Personal 6.0
exoskeleton system in the German Medical Device Directory. This decision means
that ReWalk will be listed among all medical devices for compensation, which SHI
providers can procure for any approved beneficiary on a case-by-case basis.
During the year 2020 we announced several new agreements with German SHIs such
as TK and DAK Gesundheit and others as well as the first German Private Health
Insurer ("PHI") that have chosen to enter into an agreement that outlines the
process of obtaining a device for eligible insured patient. We are currently
working with several additional SHIs and PHIs on securing a formal operating
contract that will establish the process of obtaining a ReWalk Personal 6.0
device for their beneficiaries within their system.

During the second quarter of 2020 we finalized and moved to implement two
separate agreements to distribute additional product lines in the U.S. market.
The Company will be the exclusive distributor of the MediTouch Tutor movement
biofeedback systems in the United States and will also have distribution rights
for the MYOLYN MyoCycle FES cycles to U.S. rehabilitation clinics and personal
sales through the VA hospitals. These new products will improve our product
offering to clinics as well as patients within the VA as they both have similar
clinician and patient profile. We have incurred net losses and negative cash
flow from operations since inception and anticipate this to continue in the near
term. We will continue to evaluate spending while continuing to focus resources
on activities to commercialize the Restore device for stroke patients, achieving
additional commercial reimbursement coverage decisions for our ReWalk Personal
device, continued research and development activities related mainly to our
product line maintenance as well as our soft exo-suit design and activities
related to our FDA 522 postmarket study.

For information on the effects to our Company from the ongoing COVID-19
pandemic, see "Part I, Item 1. Business-Evolving COVID-19 Pandemic."

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Components of Our Statements of Operations

Revenues

We currently rely, and in the future will rely, on sales and rentals of our
ReWalk Personal 6.0 device, our ReStore device, additional devices such as
MyoCycle and MediTouch which we are distributing ("Distributed Products") and
related service contracts and extended warranties for our revenue. Our revenue
is generated from a combination of third-party payors, institutions, and
self-payors, including private and government employers. Payments for our
products by third party payors have been made primarily through case-by-case
determinations. Third-party payors include, without limitation, private
insurance plans and managed care programs, government programs including the VA,
and worker's compensation payments. We expect that third-party payors will be an
increasingly important source of revenue in the future as well as clinics that
will be interested in the ReStore device. In December 2015, the VA issued a
national policy for the evaluation, training and procurement of ReWalk Personal
exoskeleton systems for all qualifying veterans across the United States. The VA
policy is the first national coverage policy in the United States for qualifying
individuals who have suffered spinal cord injury.

All of our ReWalk Personal and ReWalk Rehabilitation systems are covered by a
five-year warranty from the date of purchase, which is included in the purchase
price. We offer customers the ability to purchase, any time during the initial
warranty period, an extended warranty for up to three additional years. Both
warranties cover all elements of the systems, including the batteries, other
than normal wear and tear. Our ReStore device is sold with a two-year warranty.
Warranties for our Distributed Products warranty ranges between one year to ten
years depending on the specific product and part.

Cost of Revenues and Gross Profit

Cost of revenue consists primarily of systems purchased from our outsourced
manufacturer, Sanmina, salaries, personnel costs including non-cash share-based
compensation, associated with manufacturing and inventory management, training
and inspection, warranty and service costs, shipping and handling and inventory
write off expenses. Cost of revenues also includes royalties and expenses
related to royalty-bearing research and development grants.

Our gross profit and gross margin as a percentage of sales is influenced by a
number of factors, including primarily the volume and price of our products sold
and fluctuations in our cost of revenues. We expect gross profit and gross
margin as a percentage of sales will improve in the future as we increase our
sales volumes and decrease the product manufacturing costs.

Operating Expenses

Research and Development Expenses, Net

Research and development expenses, net consist primarily of salaries, related
personnel costs including share-based compensation, supplies, materials and
consulting expenses related to product design and development, clinical studies,
regulatory submissions, patent costs, sponsored research costs and other
expenses related to our product development and research programs. We expense
all research and development expenses as they are incurred.

Research and development expenses are presented net of the amount of any grants
we receive for research and development in the period in which we receive the
grant. We previously received grants and other funding from the Israel
Innovation Authority, (formerly known as the Office of the Chief Scientist)
("IIA"). Certain of those grants require us to pay royalties on sales of certain
systems, which are recorded as cost of revenues. We may receive additional
funding from these entities or others in the future. See "Grants and Other
Funding" below.

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Sales and Marketing Expenses

Our sales and marketing expenses consist primarily of salaries, related
personnel costs including share-based compensation for sales, sales support,
marketing and reimbursement personnel, travel, marketing, advertisement,
tradeshows and conferences activities, public relations activities, and
consulting costs. Also included in the sales and marketing expenses are the
costs associated with our reimbursement activities in the United States and
Germany.

General and Administrative Expenses

Our general and administrative expenses consist primarily of salaries, related
personnel costs including share-based compensation for our administrative,
finance, and general management personnel, professional services, and insurance.

Financial Expenses (Income), Net

Financial income and expenses consist of bank commissions, foreign exchange
gains and losses, interest earned on investments in short term deposits,
interest expenses related to the Loan Agreement (as defined below) with Kreos
(as defined below).

Interest income consists of interest earned on our cash and cash equivalent
balances. Interest expense consists of interest accrued on, and certain other
costs with respect to any indebtedness. Foreign currency exchange changes
reflect gains or losses related to transactions denominated in currencies other
than the U.S. dollar.

On December 30, 2015, we entered into a Loan Agreement (the "Loan Agreement")
with Kreos Capital V (Expert Fund) Limited ("Kreos") pursuant to which Kreos
extended a line of credit to us in the amount of $20.0 million. In connection
with the Loan Agreement, we issued to Kreos a warrant to purchase up to 4,771 of
our ordinary shares at an exercise price of $241.00 as we drew down $12.0
million under the Loan Agreement, which amount was increased to 6,679 ordinary
shares upon an additional drawdown of $8.0 million. On June 9, 2017, $3.0
million of the outstanding principal amount was extended by an additional three
years with the same interest rate and became subject to repayment in accordance
with, and subject to the terms of a secured convertible promissory note (the
"Kreos Convertible Note"). On November 20, 2018, we agreed to repay $3.6 million
to Kreos in satisfaction of all outstanding indebtedness under the Kreos
Convertible Note and other related payments, including prepayment costs and end
of loan payments and Kreos agreed to terminate the Kreos Convertible Note. We
repaid Kreos the $3.6 million by issuing to Kreos 192,000 units (each unit
consisting of one ordinary share and one warrant to purchase one ordinary share)
and 288,000 pre-funded units (each pre-funded unit consisting of one pre-funded
warrant to purchase one ordinary share and one warrant to purchase one ordinary
share) at the a public offering price of $0.30 and $0.29, respectively, for an
aggregate price of $3.6 million (including the aggregate exercise price for the
ordinary shares to be received upon exercise of the pre-funded warrants,
assuming Kreos exercises all of the pre-funded warrants it purchased as part of
our public offering. We and Kreos also agreed to revise the principal and the
repayment schedule under the Kreos Loan Agreement. Additionally, we entered into
the Kreos Warrant Amendment with Kreos, which amended the exercise price of the
warrant to purchase 6,679 ordinary shares currently held by Kreos from $241.00
to $7.50. On December 29, 2020, we repaid in full the remaining loan principal
amount to Kreos including the end of loan payments, and by that discharged all
of our obligations to Kreos.

For further discussion of the Loan Agreement with Kreos, see "-Liquidity and
Capital Resources" below and also Note 6 to our audited consolidated financial
statements below.

Taxes on Income

As of December 31, 2021, we had not yet generated taxable income in Israel. As
of that date, our net operating loss carry forwards for Israeli tax purposes
amounted to approximately $205.8 million and our net operating loss carry
forwards for U.S. tax purposes amounted to approximately $74 thousand. After we
utilize our net operating loss carry forwards, we are eligible for certain tax
benefits in Israel under the Law for the Encouragement of Capital Investments,
1959. Our benefit period currently ends ten years after the year in which we
first have taxable income in Israel provided that the benefit period will not
extend beyond 2024.

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Our taxable income generated outside of Israel will be subject to the regular
corporate tax rate in the applicable jurisdictions. As a result, our effective
tax rate will be a function of the relative proportion of our taxable income
that is generated in those locations compared to our overall net income.

Grants and Other Funding

Israel Innovation Authority (formerly known as the Office of the Chief
Scientist)

From our inception through December 31, 2021, we have received a total of $1.97
million in funding from the IIA, $1.57 million of which are royalty-bearing
grants, while $400 thousand were received in consideration for an investment in
our preferred shares. Out of the royalty-bearing grants received, we have paid
royalties to the IIA in the total amount of $99 thousand. The agreements with
IIA require us to pay royalties at a rate of 3% on sales of certain systems and
related services up to the total amount of funding received for the development
of these systems, linked to the dollar, and bearing interest at an annual rate
of LIBOR applicable to dollar deposits. If we transfer IIA-supported technology
or know-how outside of Israel, we will be liable for additional payments to IIA
depending upon the value of the transferred technology or know-how, the amount
of IIA support, the time of completion of the IIA-supported research project and
other factors. As of December 31, 2021, the aggregate contingent liability to
the IIA was $1.5 million. For more information, see "Part I, Item 1A. Risk
Factors-We have received Israeli government grants for certain of our research
and development activities and we may receive additional grants in the future.
The terms of those grants restrict our ability to manufacture products or
transfer technologies outside of Israel and we may be required to pay penalties
in such cases or upon the sale of our company."

Results of Operations

Year Ended December 31, 2021 Compared to Year Ended December 31, 2020

Revenues

Our revenues for 2021 and 2020 were as follows (dollars in thousands, except
unit amounts)

                                  Years Ended December 31,
                                   2021               2020
Personal unit revenues         $      4,820       $      4,220
Rehabilitation unit revenues   $      1,146       $        173
Revenues                       $      5,966       $      4,393

Personal unit revenues consist of ReWalk Personal 6.0 and Distributed Products
sale, rental, service and warranty revenue for individual use.

Rehabilitation unit revenues consist of ReStore, Distributed Products and SCI
Products sale, rental, service and warranty revenue to clinics and hospitals for
treating patients with relevant medical conditions or for usage by medical
academic centers.

Revenues increased by $1.6 million, or 36%, during 2021 compared to 2020. The
increase was driven primarily by higher number of rehabilitation units sold in
the Unites States including a multiple unit order to a medical academic center
as well as an increase in personal unit revenues in Germany as we have seen
reduced COVID-19 restrictions.

In the future we expect our growth to be driven by sales of our ReWalk Personal
device to third-party payors as we continue to focus our resources on broader
commercial coverage policies with third-party payors as well as sales of the
ReStore and other products to rehabilitation clinics and personal users.

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Gross Profit

Our gross profit for 2021 and 2020 were as follows (in thousands):

                  Years Ended December 31,
                   2021               2020
Gross profit   $      2,903       $      2,189



       Gross profit was 49% of revenue for 2021, compared to a gross profit of
50% of revenue for 2020. Our gross profit declined because of a higher inventory
write-off of ReStore parts due to lower than expected sales during the pandemic
and increased service expenses, partially offset by a higher number of Personal
6.0 units sold and an increase in our average selling price due to a change in
sales mix.

We expect our gross profit to improve, assuming we increase our sales volumes,
which could also decrease the product manufacturing costs. Improvements may be
partially offset by the lower margins we currently expect from ReStore and our
Distributed Products as well as due to an increase in the cost of product parts,
especially as long as COVID-19 pandemic is affecting the market.

Research and Development Expenses, Net

Our research and development expenses, net for 2021 and 2020 were as follows (in
thousands):

                                            Years Ended December 31,
                                             2021               2020

Research and development expenses, net $ 2,939 $ 3,459

Research and development expenses, decreased by $520 thousand, or 15%, during
2021 compared to 2020. The decrease is attributable to decreased personnel and
personnel related expenses partially offset with higher subcontractors'
expenses.

We intend to focus our research and development expenses mainly on our current
products maintenance and improvement as well as developing our "soft suit"
exoskeleton for additional indications affecting the ability to walk or a home
use design such as the ReBoot design.

Sales and Marketing Expenses

Our sales and marketing expenses for 2021 and 2020 were as follows (in
thousands):

                                  Years Ended December 31,
                                   2021               2020
Sales and marketing expenses   $      6,993       $      5,754



Sales and marketing expenses increased by $1.24 million, or 22%, during 2021
compared to 2020. The increase was driven by higher employee and employee
related expenses including sales related compensation, travel and tradeshows
activity as well as our Payment Protection Program ("PPP") grant forgiveness
which reduced the expenses last year and higher professional expense during
2021.

In the near term our sales and marketing expenses are expected to be driven by
our efforts expand our reimbursement coverage of our ReWalk Personal device and
to expand our current product commercialization.

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General and Administrative Expenses

Our general and administrative expenses for 2021 and 2020 were as follows (in
thousands):

                                Years Ended December 31,
                                 2021               2020
General and administrative   $      5,626       $      4,980



General and administrative expenses increased by $646 thousand, or 13%, during
2021 compared to 2020. The increase was driven by increased personnel and
personnel related expenses, higher share-based compensation expenses as well as
professional services expenses.

Financial Expenses (income), Net

Our financial expenses, net for 2021 and 2020 were as follows (in thousands):

                                       Years Ended December 31,
                                       2021                 2020

Financial expenses (income), net $ (13 ) $ 921

Financial expenses (income), net, decreased by $934 thousand, or 101% during
2021 compared to 2020. The decrease is mainly due to lower interest expenses
related to the Loan Agreement with Kreos, which was fully repaid in December
2020. For further discussion of the Loan Agreement with Kreos, see "-Liquidity
and Capital Resources" section below and Note 6 to our audited consolidated
financial statements.

Income Tax

Our income tax for 2021 and 2020 was as follows (in thousands):

                    Years Ended December 31,
                     2021               2020
Taxes on income   $       94         $       51

Income taxes increased by $43 thousand or 84% during 2021 compared to 2020
mainly due to our subsidiary's activity in Germany.

Year Ended December 31, 2020 Compared to Year Ended December 31, 2019

A discussion of changes in our results of operations in 2020 compared to 2019
has been omitted from this annual report on Form 10-K but may be found in "Item
7. Management's Discussion and Analysis of Financial Condition and Results of
Operations" of our Form 10-K for the fiscal year ended December 31, 2020, filed
with the SEC on February 18, 2021, which is available free of charge on the SECs
website at www.sec.gov and at www.rewalk.com, and is incorporated by reference
herein.

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Critical Accounting Policies

Our consolidated financial statements are prepared in accordance with United
States generally accepted accounting principles. The preparation of our
financial statements requires us to make estimates, judgments and assumptions
that can affect the reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period. We
base our estimates, judgments and assumptions on historical experience and other
factors that we believe to be reasonable under the circumstances. Materially
different results can occur as circumstances change and additional information
becomes known. Besides the estimates identified above that are considered
critical, we make many other accounting estimates in preparing our financial
statements and related disclosures. See Note 2 to our audited consolidated
financial statements presented elsewhere in this annual report for a description
of the significant accounting policies that we used to prepare our consolidated
financial statements. The critical accounting policies that were impacted by the
estimates, judgments and assumptions used in the preparation of our consolidated
financial statements are discussed below.

Revenue Recognition

On January 1, 2018, we adopted Topic 606 using the modified retrospective method
for contracts that were not completed as of January 1, 2018. Under the modified
retrospective method, we recognized the cumulative effect of initially applying
the new revenue standard as an adjustment to the opening balance of retained
earnings. This adjustment did not have a material impact on our consolidated
financial statements. Results for reporting periods beginning after January 1,
2018 are presented under Topic 606, while prior period amounts are not adjusted
and continue to be reported in accordance with our historic accounting under
Revenue Recognition ("Topic 605").

The adoption of Topic 606 represents a change in accounting principle that will
provide financial statement readers with enhanced revenue recognition
disclosures. In accordance with Topic 606, revenue is recognized when
obligations under the terms of a contract with our customer are satisfied;
generally, this occurs with the transfer of control of our products or services.
Revenue is measured as the amount of consideration to which we expect to be
entitled in exchange for transferring products or providing services. To achieve
this core principle, the Company applies the following five steps:

1. Identify the contract with a customer

2. Identify the performance obligations in the contract

3. Determine the transaction price

4. Allocate the transaction price to performance obligations in the contract

5. Recognize revenue when or as the Company satisfies a performance obligation

Provisions are made at the time of revenue recognition for any applicable
warranty cost expected to be incurred. The timing for revenue recognition among
the various products and customers is dependent upon satisfaction of such
criteria and generally varies from either shipment or delivery to the customer
depending on the specific shipping terms of a given transaction, as stipulated
in the agreement with each customer. Other than pricing terms which may differ
due to the different volumes of purchases between distributors and end-users,
there are no material differences in the terms and arrangements involving direct
and indirect customers. Our products sold through agreements with distributors
are non-exchangeable, non-refundable, non-returnable and without any rights of
price protection or stock rotation. Accordingly, we consider all the
distributors as end-users. We generally do not grant a right of return for our
products. There have been a few occasions in which we experienced a return of
our products. Therefore, we recorded reductions to revenue for expected future
product returns based on our historical experience.

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For the majority of sales of Rehabilitation systems, we include training and
consider the elements in the arrangement to be a single unit of accounting. In
accordance with ASC 606, we have concluded that the training is essential to the
functionality of our systems. Therefore, we recognize revenue for the system and
training only after delivery, in accordance with the agreement delivery terms,
to the customer and after the training has been completed, once all other
revenue recognition criteria have been met. For sales of Personal systems to end
users, and for sales of Personal or Rehabilitation systems to third party
distributors, we do not provide training to the end user as this training is
completed by the rehabilitation centers or by the distributor that have
previously completed the ReWalk Training program.

Warranties are classified as either assurance type or service type warranty. A
warranty is considered an assurance type warranty if it provides the consumer
with assurance that the product will function as intended for a limited period
of time.

In the beginning of 2018, we updated our service policy to include a five-year
warranty compared to a period of two years that were included in the past for
parts and services. The first two years are considered as assurance type
warranty and the additional period is considered an extended service
arrangement, which is a service type warranty. An assurance type warranty is not
accounted for as separate performance obligations under the revenue model. A
service type warranty is either sold with a unit or separately for units for
which the warranty has expired. Revenue is then recognized ratably over the life
of the warranty.

The Company also offers a rent-to-purchase option for its ReWalk Personal
device. Those transactions provide potential customers the option to use the
device for a short term, after which they can choose whether to purchase it. In
such cases we recognize revenue ratably according to the agreed rental monthly
fee. For units placed, we transfer control and recognize a sale when title has
passed to our customer and rental revenue ratably according to the agreed rental
monthly fee. Each unit placed is considered an independent, unbundled
performance obligation.

Share-Based Compensation - Option and Restricted Stock Units ("RSUs") Valuations

We account for share-based compensation in accordance with ASC No. 718,
"Compensation-Stock Compensation." ASC No. 718 requires companies to estimate
the fair value of equity-based payment awards on the date of grant using an
Option-Pricing Model, or OPM. The value of the portion of the award that is
ultimately expected to vest is recognized as an expense over the requisite
service periods in our consolidated statements of operations.

We selected the Black-Scholes-Merton option pricing model as the most
appropriate method for determining the estimated fair value of options. The
resulting cost of an equity incentive award is recognized as an expense over the
requisite service period of the award, which is usually the vesting period. We
recognize compensation expense over the vesting period using the straight-line
method and classify these amounts in the consolidated financial statements based
on the department to which the related employee reports.

The determination of the grant date fair value of options using the
Black-Scholes-Merton option pricing model is affected by estimates and
assumptions regarding a number of complex and subjective variables. These
variables include the expected volatility of our share price over the expected
term of the options, share option exercise and cancellation behaviors, risk-free
interest rates and expected dividends, which are estimated as follows:

Risk-free Interest Rate.The risk-free interest rate is based on the yield from
U.S. Treasury zero-coupon bonds with a term equivalent to the contractual life
of the options.

Dividend Yield. We have never declared or paid any cash dividends and do not
presently plan to pay cash dividends in the foreseeable future. Consequently, we
used an expected dividend yield of zero.

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Expected Volatility. We estimated the expected share price volatility for our
ordinary shares by considering the historic price volatility for industry peers
based on price observations over a period equivalent to the expected term of the
share option grants. Industry peers consist of public companies in the medical
device and healthcare industries. We intend to continue to consistently apply
this process using the same or similar industry peers until a sufficient amount
of historical information regarding the volatility of our ordinary share price
becomes available, or unless circumstances change such that the identified
companies are no longer similar to us, in which case, more suitable companies
whose share prices are publicly available would be utilized in the calculation.

Expected Term. The expected term of options granted represents the period of
time that options granted are expected to be outstanding and is determined based
on the simplified method in accordance with ASC No. 718-10-S99-1 (SAB No. 110),
as adequate historical experience is not available to provide a reasonable
estimate. ASC No. 718 requires forfeitures to be estimated at the time of grant
and revised, if necessary, in subsequent periods if actual forfeitures differ
from those estimates.

The fair value of RSUs granted is determined based on the price of the Company's
ordinary shares on the date of grant.

Income Taxes

As part of the process of preparing our consolidated financial statements, we
are required to estimate our taxes in each of the jurisdictions in which we
operate. We account for income taxes in accordance with ASC Topic 740, "Income
Taxes," or ASC Topic 740. ASC Topic 740 prescribes the use of an asset and
liability method whereby deferred tax asset and liability account balances are
determined based on the difference between book value and the tax bases of
assets and liabilities and carryforward tax losses. Deferred taxes are measured
using the enacted tax rates and laws that are expected to be in effect when the
differences are expected to reverse. We exercise judgment and provide a
valuation allowance, if necessary, to reduce deferred tax assets to their
estimated realizable value if it is more likely than not that some portion or
all of the deferred tax asset will not be realized. We have established a full
valuation allowance with respect to our deferred tax assets.

ASU 2015-17, "Balance Sheet Classification of Deferred Taxes" provides
presentation requirements to classify deferred tax assets and liabilities, along
with any related valuation allowance, are classified as non-current on the
balance sheet. We account for uncertain tax positions in accordance with ASC 740
and recognize the tax benefit from an uncertain tax position only if it is more
likely than not that the tax position will be sustained on examination by the
taxing authorities, based on the technical merits of the position. The tax
benefits recognized in the financial statements from such a position should be
measured based on the largest benefit that has a greater than 50% likelihood of
being realized upon ultimate settlement. Accordingly, we report a liability for
unrecognized tax benefits resulting from uncertain tax positions taken or
expected to be taken in a tax return. We recognize interest and penalties, if
any, related to unrecognized tax benefits in tax expense.

Recently Issued and Adopted Accounting Pronouncements

A discussion of recent accounting pronouncements is included in Note 2w, New
Accounting Pronouncements to our consolidated financial statements in this
annual report.

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Liquidity and Capital Resources

Sources of Liquidity and Outlook

Since inception, we have funded our operations primarily through the sale of our
equity securities and convertible notes to investors in private placements, the
sale of our equity securities in public offerings, cash exercises of outstanding
warrants and the incurrence of bank debt.

For the full year ended December 31, 2021, the Company incurred a consolidated
net loss of $12.7 million and has an accumulated deficit in the total amount of
$194.2 million. Our cash and cash equivalent on December 31, 2021, totaled $88.3
million. The Company's negative operating cash flow for the full year ended
December 31, 2021, was $11.5 million. The Company has sufficient funds to
support its operation for more than 12 months following the approval of our
consolidated financial statements for the fiscal year ended December 31, 2021.

We expect to incur future net losses and our transition to profitability is
dependent upon, among other things, the successful development and
commercialization of our products and product candidates, the achievement of a
level of revenues adequate to support our cost structure. Until we achieve
profitability or generate positive cash flows, we will continue to need to raise
additional cash. We intend to fund future operations through cash on hand,
additional private and/or public offerings of debt or equity securities, cash
exercises of outstanding warrants or a combination of the foregoing. In
addition, we may seek additional capital through arrangements with strategic
partners or from other sources and we will continue to address our cost
structure. Notwithstanding, there can be no assurance that we will be able to
raise additional funds or achieve or sustain profitability or positive cash
flows from operations.

We previously considered the Investment Agreement (as defined below) with
Timwell (as defined below) as a potential source of ongoing liquidity. However,
in March 2020, Timwell notified us that it would not invest the second and third
tranches under the Investment Agreement. For more information, see "Timwell
Private Placement" below.

Our anticipated primary uses of cash are (i) sales, marketing and reimbursement
expenses related to market development activities of our ReStore and Personal
6.0 devices, broadening third-party payor and CMS coverage for our ReWalk
Personal device and commercializing our new product lines added through
distribution agreements; (ii) research and development of our lightweight
exo-suit technology for potential home personal health utilization for multiple
indications and future generation designs for our spinal cord injury device;
(iii) routine product updates; (iv) general corporate purposes, including
working capital needs; and (v) potential acquisitions of business.  Our future
cash requirements will depend on many factors, including our rate of revenue
growth, the expansion of our sales and marketing activities, the timing and
extent of our spending on research and development efforts and international
expansion. If our current estimates of revenue, expenses or capital or liquidity
requirements change or are inaccurate, we may seek to sell additional equity or
debt securities, arrange for additional bank debt financing, or refinance our
indebtedness. There can be no assurance that we will be able to raise such funds
on acceptable terms.

Loan Agreement with Kreos and Related Warrant to Purchase Ordinary Shares

Loan Agreement

On December 30, 2015, we entered into the Loan Agreement with Kreos pursuant to
which Kreos extended a line of credit to us in the amount of $20.0 million,
which was subsequently amended on June 9, 2017 whereby $3.0 million of the
outstanding principal under the Loan Agreement became subject to repayment
pursuant to the senior secured Kreos Convertible Note issued on that date. On
November 20, 2018 we and Kreos entered into the Second Amendment to the Loan
Agreement, in which we repaid Kreos the $3.6 million other related payments,
including prepayment costs and end of loan payments, terminating the Kreos Note,
by issuing to Kreos 192,000 units and 288,000 pre-funded units as part of an
underwritten public offering at the public offering prices, and the parties
agreed to revise the principal and the repayment schedule under the Kreos Loan.
On December 29, 2020, we repaid in full the remaining loan principal amount to
Kreos including end of loan payments and by that discharged all of its
obligation to Kreos Accordingly, as of December 31, 2020 the outstanding
principal amount under the Kreos Loan Agreement was zero.

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Warrant to Purchase Ordinary Shares

Pursuant to the terms of the Loan Agreement, on January 4, 2016, we issued to
Kreos a warrant to purchase up to 4,771 of our ordinary shares at an exercise
price of $241.0 per share, increased to 6,679 ordinary shares on December 28,
2016. Subject to the terms of the warrant, the warrant is exercisable, in whole
or in part, at any time prior to the earlier of (i) December 30, 2025, or (ii)
immediately prior to the consummation of a merger, consolidation, or
reorganization of us with or into, or the sale or license of all or
substantially all our assets or shares to, any other entity or person, other
than a wholly-owned subsidiary of us, excluding any transaction in which our
shareholders prior to the transaction will hold more than 50% of the voting and
economic rights of the surviving entity after the transaction. On June 5, 2019
and June 6, 2019, we entered into warrant exercise agreements with certain
institutional investors of warrants to purchase our ordinary shares, pursuant to
which, Kreos agreed to exercise in cash their November 2018 warrants at the
then-effective exercise price of $7.50 per share. Under the exercise agreements,
we also agreed to issue to Kreos new warrants to purchase up to 480,000 ordinary
shares at an exercise price of $7.50 per share with an exercise period of five
years. Additionally, Kreos and we entered into the Kreos Warrant Amendment,
which amended the exercise price of the warrant to purchase 6,679 ordinary
shares currently held by Kreos from $241 to $7.5.

Paycheck Protection Program Loan Agreement

On April 21, 2020, ReWalk Robotics Inc ("RRI") entered into a Note agreement
evidencing an unsecured loan in the amount of $392 thousand under the PPP as
part of the CARES Act enacted on March 27, 2020. The Note provides for an
interest rate of 1.00% per year and matures two years after the date of initial
disbursement. Beginning on the seventh month following the date of initial
disbursement, RRI is required to make 18 monthly payments of principal and
interest. The Note may be used for payroll costs, costs related to certain group
health care benefits and insurance premiums, rent payments, utility payments,
mortgage interest payments and interest payments on any other debt obligation
that were incurred before February 15, 2020. Under the terms of the CARES Act,
PPP loan recipients can apply for and be granted forgiveness for all or a
portion of loan granted under the PPP, with such forgiveness to be determined,
subject to limitations, based on the use of the loan proceeds for payment of
payroll costs and any payments of mortgage interest, rent, and utilities. The
terms of any forgiveness may also be subject to further requirements in any
regulations and guidelines the Small Business Administration may adopt.

On September 29, 2020, the Company submitted an application for loan forgiveness
and on November 6, 2020 the Company received confirmation of its PPP Note
forgiveness. For more information see Note 10 to our consolidated financial
statements set forth in "Part II. Item 8. Financial Statements and Supplementary
Data" of this annual report.

Equity Raises

Use of Form S-3

Beginning with the filing of our Form 10-K on February 17, 2017, we were subject
to limitations under the applicable rules of Form S-3, which constrained our
ability to secure capital pursuant to our ATM Offering Program or other public
offerings pursuant to our effective Form S-3. These rules limit the size of
primary securities offerings conducted by issuers with a public float of less
than $75 million to no more than one-third of their public float in any 12-month
period. At the time of filing our annual report for the year ended December 31,
2020, we were no longer subject to these limitations, because our public float
had reached at least $75 million in the 60 days preceding the filing of that
annual report. Likewise, because our public float was at least $75 million
within the 60 days preceding the date of this annual report, we are not
currently subject to these limitations.  Our currently effective registration
statement on Form S-3 expires on May 23, 2022. If we file a new registration
statement on Form S-3 to replace our expiring registration statement, we will be
required to re-test our compliance with these rules at that time.  Assuming we
are not subject to these limitations at the time the new registration statement
is filed, if we choose to do so, then we will not be subject to these
limitations for the remainder of the 2022 fiscal year and until such time as we
file our next annual report for the year ended December 31, 2022, at which time
we will be required to re-test our status under these rules. If our public float
subsequently drops below $75 million as of the filing of our next annual report
on Form 10-K, or at the time we file a new Form S-3, we will become subject to
these limitations again, until the date that our public float again reaches $75
million. These limitations do not apply to secondary offerings for the resale of
our ordinary shares or other securities by selling shareholders or to the
issuance of ordinary shares upon conversion by holders of convertible
securities, such as warrants. We have registered up to $100 million of ordinary
shares warrants and/or debt securities and certain other outstanding securities
with registration rights on our current registration statement on Form S-3.

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Equity Offerings and Warrant Exercises

On February 10, 2020, the Company closed a "best efforts" public offering
whereby the Company issued an aggregate of 5,600,000 of common units and
pre-funded units at a public offering price of $1.25 per common unit and $1.249
per pre-funded unit. As part of the public offering, the Company entered into a
securities purchase agreement with certain institutional purchasers. Each common
unit consisted of one ordinary share, par value NIS 0.25 per share, and one
common warrant to purchase one ordinary share. Each pre-funded unit consisted of
one pre-funded warrant to purchase one ordinary share and one common warrant.
Additionally, the Company issued warrants to purchase up to 336,000 ordinary
shares, with an exercise price of $1.5625 per share, to representatives of H.C.
Wainwright as compensation for its role as the placement agent in the Company's
February 2020 offering. As of December 31, 2020, all pre-funded warrants to
purchase ordinary shares had been exercised and 1,831,500 common warrants to
purchase ordinary shares had been exercised.

On July 6, 2020, the Company entered into a purchase agreement with certain
institutional investors for the issuance and sale of 4,938,278 ordinary shares,
par value NIS 0.25 per share, at $1.8225 per ordinary share and warrants to
purchase up to 2,469,139 ordinary shares with an exercise price of $1.76 per
share, exercisable from July 6, 2020, until January 6, 2026. Additionally, the
Company issued warrants to purchase up to 296,297 ordinary shares, with an
exercise price of $2.2781 per share, exercisable from July 6, 2020, until July
2, 2025, to certain representatives of H.C. Wainwright as compensation for its
role as the placement agent in our July 2020 registered direct offering.

On December 8, 2020, the Company entered into a private placement with certain
institutional investors for the issuance and sale of 5,579,776 ordinary shares,
par value NIS 0.25 per share, at $1.43375 per ordinary and warrants to purchase
up to 4,184,832 ordinary shares with exercise price of $1.34 per share,
exercisable from December 8, 2020 until June 8, 2026. Additionally, the Company
issued warrants to purchase up to 334,787 ordinary shares, with an exercise
price of $1.7922 per share, exercisable from December 8, 2020, until June 8,
2026, to certain representatives of H.C. Wainwright as compensation for its role
as the placement agent in our December 2020 private placement.

On February 19, 2021, the Company entered into a purchase agreement with certain
institutional and other accredited investors for the issuance and sale of
10,921,502 ordinary shares, par value NIS 0.25 per share at $3.6625 per ordinary
share and warrants to purchase up to an aggregate of 5,460,751 ordinary shares
with an exercise price of $3.6 per share, exercisable from February 19, 2021,
until August 26, 2026. Additionally, the Company issued warrants to purchase up
to 655,290 ordinary shares, with an exercise price of $4.578125 per share,
exercisable from February 19, 2021, until August 26, 2026, to certain
representatives of H.C. Wainwright as compensation for its role as the placement
agent in our February 2021 private placement offering.

On September 27, 2021, we signed a purchase agreement with certain institutional
investors for the issuance and sale of 15,403,014 ordinary shares, pre-funded
warrants to purchase up to an aggregate of 610,504 ordinary shares and ordinary
warrants to purchase up to an aggregate of 8,006,759 ordinary shares at an
exercise price of $2.00 per share. The pre-funded warrants have an exercise
price of $0.001 per ordinary share and are immediately exercisable and can be
exercised at any time after their original issuance until such pre-funded
warrants are exercised in full. Each ordinary share was sold at an offering
price of $2.035 and each pre-funded warrant was sold at an offering price of
$2.034 (equal to the purchase price per ordinary share minus the exercise price
of the pre-funded warrant). The offering of the ordinary shares, the pre-funded
warrants and the ordinary shares that are issuable from time to time upon
exercise of the pre-funded warrants was made pursuant to our shelf registration
statement on Form S-3 initially filed with the SEC on May 9, 2019, and declared
effective by the SEC on May 23, 2019, and the ordinary warrants were issued in a
concurrent private placement. The ordinary warrants are exercisable at any time
and from time to time, in whole or in part, following the date of issuance and
ending five and one-half years from the date of issuance. All of the pre-funded
warrants were exercised in full on September 27, 2021, and the offering closed
on September 29, 2021. Additionally, we issued warrants to purchase up to
960,811 ordinary shares, with an exercise price of $2.5438 per share,
exercisable from September 27, 2021, until September 27, 2026, to certain
representatives of H.C. Wainwright as compensation for its role as the placement
agent in our September 2021 private placement offering.

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During the twelve months ended December 31, 2021, we received a total of
9,814,754 outstanding warrants exercises with exercise prices ranging from $1.25
to $1.79 were exercised, for total gross proceeds of approximately $13.8
million.

ATM Offering Program

On May 10, 2016, we entered into our Equity Distribution Agreement with Piper
Jaffray, as amended on May 9, 2019, pursuant to which we may offer and sell,
from time to time, ordinary shares having an aggregate offering price of up to
$25.0 million through Piper Jaffray acting as our agent. Subject to the terms
and conditions of the Equity Distribution Agreement, Piper Jaffray will use its
commercially reasonable efforts to sell on our behalf all of the ordinary shares
requested to be sold by us, consistent with its normal trading and sales
practices. Piper Jaffray may also act as principal in the sale of ordinary
shares under the Equity Distribution Agreement. Such sales may be made under our
Form S-3 in what may be deemed "at-the-market" equity offerings as defined in
Rule 415 promulgated under the Securities Act, directly on or through the Nasdaq
Capital Market, to or through a market maker other than on an exchange or
otherwise, in negotiated transactions at market prices prevailing at the time of
sale or at prices related to such prevailing market prices, and/or any other
method permitted by law, including in privately negotiated transactions.

Piper Jaffray is entitled to compensation at a fixed commission rate of 3% of
the gross sales price per share sold through it as agent under the Equity
Distribution Agreement. Where Piper Jaffray acts as principal in the sale of
ordinary shares under the Equity Distribution Agreement, such rate of
compensation will not apply, but in no event will the total compensation of
Piper Jaffray, when combined with the reimbursement of Piper Jaffray for the
out-of-pocket fees and disbursements of its legal counsel, exceed 8.0% of the
gross proceeds received from the sale of the ordinary shares.

We may instruct Piper Jaffray not to sell ordinary shares if the sales cannot be
effected at or above the price designated by us in any instruction. We or Piper
Jaffray may suspend an offering of ordinary shares under the ATM Offering
Program upon proper notice and subject to other conditions, as further described
in the Equity Distribution Agreement. Additionally, the ATM Offering Program
will terminate on the earlier of (i) the sale of all ordinary shares subject to
the Equity Distribution Agreement, (ii) the date that is three years after a new
registration statement on Form S-3 goes effective, (iii) our becoming ineligible
to use Form S-3 and (iv) termination of the Equity Distribution Agreement by the
parties. The Equity Distribution Agreement may be terminated by Piper Jaffray or
us at any time on the close of business on the date of receipt of written
notice, and by Piper Jaffray at any time in certain circumstances, including any
suspension or limitation on the trading of our ordinary shares on the Nasdaq
Capital Market, as further described in the Equity Distribution Agreement. We
temporarily suspended use of the ATM Offering Program on February 20, 2019 to
facilitate our February 2019 "best efforts" public offering. As of September 30,
2020, we had sold 302,092 ordinary shares under the ATM Offering Program for net
proceeds to us of $14.5 million (after commissions, fees, and expenses).
Additionally, as of that date, we had paid Piper Jaffray compensation of $471
thousand and had incurred total expenses (including such commissions) of
approximately $1.2 million in connection with the ATM Offering Program.

We intend to continue using the at-the-market offering or similar continuous
offering programs opportunistically to raise additional funds, although we are
currently subject to restrictions on using the ATM Offering Program with Piper
Jaffray. Under our September 2021  purchase agreement with certain investors,
equity or debt securities convertible into, or exercisable or exchangeable for,
ordinary shares at a conversion price, exercise price or exchange price which
floats with the trading price of the ordinary shares or which may be adjusted
after issuance upon the occurrence of certain events or (ii) enter into any
agreement, including an equity line of credit, whereby the Company may issue
securities at a future-determined price, other than an at-the-market facility
with the placement agent, H.C. Wainwright & Co, LLC, beginning on March 29,
2022. Such limitations may inhibit our ability to access capital efficiently.

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Timwell Private Placement

On March 6, 2018, we entered into an investment agreement with Timwell
Corporation Limited, a Hong Kong corporation ("Timwell"), as amended on May 15,
2018 (the "Investment Agreement"), pursuant to which we agreed, in return for
aggregate gross proceeds to us of $20 million, to issue to Timwell an aggregate
of 640,000 of our ordinary shares, at a price per share of $1.25. The Investment
Agreement contemplates issuances in three tranches, including $5 million for
160,000 shares in the first tranche, $10 million for 320,000 shares in the
second tranche and $5 million for 160,000 shares in the third tranche.

The first tranche, consisting of $5 million for 160,000 shares, closed on May
15, 2018. The net aggregate proceeds after deducting commissions, fees and
offering expenses in the amount of approximately $705 thousand were
approximately $4.3 million.

The closings of the Second Tranche and Third Tranche were subject to specified
closing conditions, including the formation of a joint venture, the signing of a
license agreement and a supply agreement, and the successful production of
certain ReWalk products. The Third Tranche Closing was to have occurred by
December 31, 2018 and no later than April 1, 2019. We believe that Timwell
committed various material breaches of the Investment Agreement, including
failure to consummate its second and third investment tranches in the Company
for a total of $15 million, failure to enter into a detailed joint venture with
the Company, and failure to make payments for product-related commitments.
Nevertheless, until March 2020 we continued to engage in a dialogue with Timwell
(and its affiliate RealCan) on alternative pathways to allow us to commercialize
our products in China through RealCan and its affiliates, and also provide for
RealCan or an affiliate to invest in us.

In late March 2020, Timwell notified us that it would not invest the second and
third tranches under the Investment Agreement. In response, in early April 2020,
our Board of Directors also removed Timwell's designee, who was appointed
pursuant to the Investment Agreement, from the Board of Directors, due to this
breach pursuant to the terms of the Investment Agreement. We continue to view
China as a market with key opportunities for products designed for stroke
patients, and therefore we continue to evaluate potential relationships with
other groups to penetrate the Chinese market.

Cash Flows

                                                          Years Ended December 31,
                                                      2021          2020          2019
Net cash used in operating activities               $ (11,469 )   $ (12,589 )   $ (14,815 )
Net cash provided by used in investing activities         (47 )         (73 )         (22 )
Net cash provided by financing activities              79,512        16,724        21,482
Net cash flow                                       $  67,996     $   4,062     $   6,645

Year Ended December 31, 2021 to Year Ended December 31, 2020

Net Cash Used in Operating Activities

Net cash used in operating activities decreased by $1.1 million in 2021 compared
to 2020 mainly due to due to improvement in working capital as well as no
interest payments to Kreos as we repaid our debt under the Loan Agreement in
full in December 2020.

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Net Cash Used in Investing Activities

Net cash used in investing activities decreased from $73 thousand in 2020 to $47
thousand in 2021, primarily as a result of decreased use of cash for the
purchase of property and equipment.

Net Cash Provided by Financing Activities

We generated $79.5 million from financing activities in 2021 compared to $16.7
million in 2020. The increase is primarily due to the higher proceeds received
through our first and third quarter equity raise and warrants exercises, as well
as the fact that we did not have any principal payments pursuant to the Loan
Agreement with Kreos after repaying our debt in full in December 2020.

Year Ended December 31, 2020 Compared to Year Ended December 31, 2019

A discussion of changes in our cash flows in 2020 compared to 2019 has been
omitted from this annual report on Form 10-K but may be found in "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations" of our Form 10-K for the fiscal year ended December 31, 2020, filed
with the SEC on February 18, 2021, which is available free of charge on the SECs
website at www.sec.gov and at www.rewalk.com, and is incorporated by reference
herein.

Obligations and Commercial Commitments

Set forth below is a summary of our contractual obligations as of December 31,
2021:

                                                       Payments due by 

period (in dollars, in thousands)

                                                                          Less than
Contractual obligations                                 Total              1 year              1-3 years

Purchase obligations (1)                             $     1,457         $     1,457         $           -
Collaboration Agreement and License Agreement
obligations (2)                                              145                 145                     -
Operating lease obligations (3)                            1,189                 689                   500
Total                                                $     2,791         $     2,291         $         500

(1) The Company depends on one contract manufacturer, Sanmina Corporation, for

both the ReStore products and the SCI Products. We place our manufacturing

orders with Sanmina pursuant to purchase orders or by providing forecasts

for future requirements

(2) Our Collaboration Agreement was originally signed for a period of six years

and as of December 31, 2021 has a remaining term of 0.25 years, it requires

us to pay in quarterly installments for the funding of our joint research

collaboration with Harvard, subject to a minimum funding commitment under

applicable circumstances. Our License Agreement consists of patent

reimbursement expenses payments and of a license upfront fee payment. There

are also several milestone payments contingent upon the achievement of

certain product development and commercialization milestones and royalty

payments on net sales from certain patents licensed to Harvard. These

product development milestones have been met as of December 31, 2021. There

are commercialization milestones which depend on us reaching certain sales

amounts some or all of which may not occur.

(3) Our operating leases consist of leases for our facilities and motor

vehicles.

We calculated the payments due under our operating lease obligation for our
Israeli office that are to be paid in NIS at a rate of exchange of NIS
3.11:$1.00, and the payments due under our operating lease obligation for our
German subsidiary that are to be paid in euros at a rate of exchange of
€1.00:$1.13, both of which were the applicable exchange rates as of December 31,
2021.

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Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements or guarantees of third-party
obligations during the periods presented.

Trend Information

For information on significant known trends, please see "Part I-Item 1.
"Business - Overview" in this annual report.