Lifeward Ltd
For the period ended Jun 26, 2025. Filed Jun 26, 2025.
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Jun 26, 2025 · Filed Jun 26, 2025
Contents
APPENDIX C – SECOND AMENDMENT TO CONSULTING AGREEMENT
APPENDIX C
SECOND AMENDMENT AND SUPPLEMENT
TO CONSULTING AGREEMENT
THIS SECOND AMENDMENT AND SUPPLEMENT (this “Second Supplement”) to that certain Consulting Agreement between Lifeward Ltd., an Israeli corporation formerly known as ReWalk Robotics Ltd. (“Company”), and Richner Consultants, LLC, a Delaware limited liability company (“Richner Consultants”), effective as of January 1, 2022 (the “Consulting Agreement”), as amended effective January 1, 2023 and as further amended and supplemented by an Amendment and Supplement entered in on June 27, 2024 (the “First Supplement”), is entered into on June [●], 2025, by and between Company, Richner Consultants and Ms. Randel Richner (“Ms. Richner”).
WHEREAS the First Supplement provides for Company to pay Richner Consultants, in addition to the amounts previously paid under the Consulting Agreement, the aggregate amount of $297,000, payable solely in the form of options to purchase ordinary shares, par value NIS 1.75 per share, of Company (“Ordinary Shares”), in the amounts and at the times specified in Section 2 of the First Supplement; and
WHEREAS the First Supplement further provides that it is subject to (i) the approval of the shareholders of Company, and (ii) the approval by the shareholders of Company of Company’s 2024 Incentive Compensation Plan at the 2024 annual general meeting of shareholders; and
WHEREASat the 2024 annual general meeting of shareholders of Company, the shareholders approved the First Supplement but did not approve Company’s 2024 Incentive Compensation Plan; and
WHEREAS Company’s Compensation Committee and Board of Directors have approved amending the First Supplement in the manner provided in this Second Supplement, subject to ratification bythe shareholders of Company.
IN CONSIDERATION of the mutual covenants set forth in this Agreement, Company and Richner Consultants hereby agree as follows:
| A) | Section 2 of the First Supplement is hereby replaced in its entirety with the following: |
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| 2. | Form of Compensation. In satisfaction of compensation owed to Ms. Richner under the Consulting Agreement, the Company shall: |
| a. | On the date of approval of the Company’s 2025 Incentive Compensation Plan by the shareholders of the Company (the “Approval Date”), Company shall issue to Randel Richner (personally, and not to Randel Consultants) (1) an option to purchase 45,000 ordinary shares, par value NIS 1.75 per share, of Company (“Ordinary Shares”) with an exercise price per share equal to the closing price of the Ordinary Shares on the Nasdaq Stock Market on the date of the grant of such option and (2) an option to purchase 45,0000 Ordinary Shares with an exercise price per share equal to the greater of (i) the closing price of the Ordinary Shares on the Nasdaq Stock Market on the date of the grant of such option or (ii) $1.80; provided, however, that in no event shall Company issue options pursuant to this clause (a) having an aggregate value of more than $120,000 determined in accordance with the Black-Scholes model, and if the foregoing calculation would result in Company issuing options to purchase a greater value of Ordinary Shares, then the number of options to be issued pursuant to this clause (a) shall automatically be reduced to options having a value of no more than $120,000. |
| b. | On the first anniversary of the Approval Date, Company shall issue to Randel Richner (personally, and not to Randel Consultants) options to purchase 45,000 Ordinary Shares with an exercise price per share equal to the closing price of the Ordinary Shares on the Nasdaq Stock Market on the date of the grant of such option; provided, however, that in no event shall Company issue options pursuant to this clause (b) having an aggregate value of more than $120,000 determined in accordance with the Black-Scholes model, and if the foregoing calculation would result in Company issuing options to purchase a greater value of Ordinary Shares, then the number of options to be issued pursuant to this clause (b) shall automatically be reduced to options having a value of no more than $120,000. |
| B) | Section 3(b) of the First Supplement is hereby replaced in its entirety with the following: |
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b. [RESERVED];
| C) | The references in Sections 3(c) and 3(e) of the First Supplement to “Company’s 2024 Incentive Compensation Plan” shall be replaced with a reference to “Company’s 2025 Incentive Compensation Plan.” |
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| D) | Approvals. In accordance with the provisions of the Israel Companies Law, 5759-1999, this Agreement is subject to, and the conditions contained in Section 6 of the First Supplement shall be deemed to have been satisfied upon, (i) the ratification of this Second Supplement by the shareholders of Company at the 2025 annual general meeting of shareholders, and (ii) approval by the shareholders of Company of Company’s 2025 Incentive Compensation Plan at the 2025 annual general meeting of shareholders or at any other annual general meeting or extraordinary annual meeting of shareholders. If either of such approvals is not obtained, Company shall have no obligation to Richner Consultants or Ms. Richner. |
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| E) | Miscellaneous. This Second Supplement supersedes all agreements and understandings, written and oral, with respect to the subject matter hereof. The provisions of Section 8 of the Consulting Agreement (“Miscellaneous”) shall apply to this Second Supplement, with appropriate changes. |
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[signature page follows]
IN WITNESS WHEREOF, the parties have executed this Second Amendment and Supplement, which shall be legally binding on the parties as of the date last signed below.
| LIFEWARD LTD. By: /s/ Mark GrantName: Mark GrantTitle: President and CEODate signed: June 24, 2025 | RICHNER CONSULTANTS, LLC By: /s/ Randel RichnerName: Randel RichnerTitle: PresidentDate signed: June 24, 2025 |
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| RANDEL RICHNER /s/ Randel Richner | |
Date signed: June 24, 2025
C - 2
ANNUAL MEETING OF SHAREHOLDERS OF
August 1, 2025 at 10:00 a.m. Eastern Standard Time
Please mark, sign, date and
mail your proxy card in the
envelope provided as soon
as possible.
↓Please detach along perforated line and mail in the envelope provided.↓
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE “FOR” THE FOLLOWING PROPOSALS. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE: ☒
| FOR · AGAINST · ABSTAIN | ||||
|---|---|---|---|---|
| 1.a. | To reelect Mr. Mark Grant to serve until the 2028 annual meeting of shareholders and until his successor has been duly elected and qualified, or until his office is vacated in accordance with the Company's Articles of Association or the Israel Companies Law. | ☐ | ☐ | ☐ |
| 1.b. | To reelect Dr. John William Poduska to serve until the 2028 annual meeting of shareholders and until his successor has been duly elected and qualified, or until his office is vacated in accordance with the Company's Articles of Association or the Israel Companies Law. | ☐ | ☐ | ☐ |
| 1.c. | To reelect Ms. Randel E. Richner to serve until the 2028 annual meeting of shareholders and until her successor has been duly elected and qualified, or until her office is vacated in accordance with the Company's Articles of Association or the Israel Companies Law. | ☐ | ☐ | ☐ |
| 2. | To ratify the compensation payable to Mark Grant, our new President and co-Chief Executive Officer. | ☐ | ☐ | ☐ |
| 3. | To approve the annual fees payable to the Company’s Chairperson of the Board. | ☐ | ☐ | ☐ |
| 4. | To approve the Company’s 2025 Incentive Compensation Plan. | ☐ | ☐ | ☐ |
| 5. | To ratify the shareholders’ previous approval of the equity compensation payable to Randel E. Richner, a member of the Board, in connection with additional consulting services. | ☐ | ☐ | ☐ |
| 6. | To approve amendments to the Articles of Association authorizing an increase in the Company’s authorized share capital. | ☐ | ☐ | ☐ |
| 7. | To approve the reappointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as the Company’s independent registered public accounting firm for the year ending December 31, 2025, and until the next annual meeting of shareholders, and to authorize the Board, upon recommendation of the audit committee, to fix the remuneration of said independent registered public accounting firm. | ☐ | ☐ | ☐ |
| 8. | To approve, on an advisory basis, the compensation of the Company’s named executive officers, commonly referred to as a “Say-on-Pay” vote. | ☐ | ☐ | ☐ |
| In their discretion, the proxies are authorized to vote upon such other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof. | ||||
| The undersigned acknowledges receipt of the Notice and Proxy Statement of the Company relating to the Annual Meeting. | ||||
| By executing this proxy card you will be deemed to confirm that you are NOT a Controlling Shareholder and do NOT have a Personal Interest (as such terms are defined in the Proxy Statement) in the approval of Proposal 2. If you are a Controlling Shareholder or have a Personal Interest (in which case your vote will count only for or against the Ordinary Majority, and not for or against the Special Majority, required for approval of Proposal 2), please notify the Company as described on the reverse side of this proxy card. | ||||
| To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | ☐ |
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| Signature of Shareholder | Date: | Signature of Shareholder | Date: |
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| Note: | Please sign exactly as your name or names appear on this Proxy. All holders must sign. When shares are held jointly, the senior of the joint holders must sign. When signing as executor, administrator, attorney, trustee, guardian or other fiduciary, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |
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Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Shareholders to Be Held on August 1, 2025:
The Notice and Proxy Statement and the 2024 Annual Report
are available at http://ir.golifeward.com
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 1, 2025
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS ("BOARD")
The undersigned hereby constitute(s) and appoint(s) Joseph Turk and Mark Grant and each of them the true and lawful attorneys, agents and proxies of the undersigned, with full power of substitution to each of them, to represent and to vote, as designated on the reverse side of this proxy, on behalf of the undersigned, all of the ordinary shares, par value NIS 1.75 per share, of Lifeward Ltd. (the "Company") that the undersigned is/are entitled to vote at the close of business on June 23, 2025, at the Annual Meeting of Shareholders of the Company (the "Meeting") to be held at 200 Donald Lynch Blvd., Marlborough, Massachusetts, U.S.A. on August 1, 2025 at 10:00 a.m. Eastern Standard Time, and at any and all adjournments or postponements thereof on the following matters, which are more fully described in the Notice of 2025 Annual Meeting of Shareholders (the "Notice") and Proxy Statement relating to the Meeting (the "Proxy Statement").
This proxy, if properly executed and received 24 hours before the Meeting, will be voted in the manner directed herein by the undersigned. If no instructions are indicated with respect to a specific proposal or all proposals described below, this proxy will be voted "FOR" each proposal. Should any other matter requiring a vote of shareholders arise, the proxies named above are authorized to vote in accordance with their discretion. Any and all proxies given by the undersigned prior to this proxy are hereby revoked.
Important Note: By executing this proxy card on the reverse side, the undersigned shareholder will be deemed to confirm that such shareholder is NOT a Controlling Shareholder and does NOT have a Personal Interest (as such terms are defined in the Proxy Statement) in the approval of Proposal 2. If you are a Controlling Shareholder or have a Personal Interest (in which case your vote will count only for or against the Ordinary Majority, and not for or against the Special Majority, required for approval of Proposal 2), please notify the Company’s Vice President of Finance by telephone at phone number +774-388-7459 or by email at almog.adar@golifeward.com. If your shares are held in “street name” by your broker, bank or other nominee and you are a Controlling Shareholder or have a Personal Interest, you should notify your broker, bank or other nominee of that status, and they in turn should notify the Company as described in the preceding sentence.
(Continued and to be signed on the reverse side)
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.