ContractRail Vision Ltd. • March 24th, 2022 • Railroad equipment • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING FEBRUARY 4, 2022 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP.
Underwriting AgreementUnderwriting Agreement • March 24th, 2022 • Rail Vision Ltd. • Railroad equipment • New York
ORDINARY SHARES PURCHASE WARRANT RAIL VISION LTD.Rail Vision Ltd. • March 24th, 2022 • Railroad equipment • New York
THIS ORDINARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [*], or its assigns (the “Holder,” provided that a “Holder” shall include, if the Warrants are held in “street name,” a Participant, any designee appointed by such Participant and each “beneficial owner” of such Warrants) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [*], 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from RAIL VISION LTD., an Israeli company (the “Company”), up to [*] shares of Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Ordinary Shares under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a secur
Warrant Agent AgreementWarrant Agent Agreement • March 24th, 2022 • Rail Vision Ltd. • Railroad equipment • New York
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of March , 2022 (the “Issuance Date”) is between Rail Vision Ltd., an Israeli company (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 24th, 2022 • Rail Vision Ltd. • Railroad equipment
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) made as of the 13 day of October 2020, by and among Rail Vision Ltd., a company incorporated under the laws of Israel (the “Company”), Knorr-Bremse Systeme für Schienenfahrzeuge GmbH, a company incorporated under the laws of Germany (“KB”) and Foresight Autonomous Holdings Ltd., (“Foresight”) (KB and Foresight shall be referred to each as an “Investor” and collectively the “Investors) and the individuals listed in Schedule II attached hereto (each a “Founder”, collectively the “Founders”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • March 24th, 2022 • Rail Vision Ltd. • Railroad equipment
This Indemnification Agreement (“Indemnification Agreement”) is being entered into effective as of ______ ____, 2022, pursuant to the resolutions of the Board of Directors of Rail Vision Ltd., a company organized under the laws of the state of Israel (the “Company” and the “Board” respectively) dated ______, 2022, as approved by the Company’s shareholders on ______, 2022.
FORM OF WARRANT AGENT AGREEMENTForm of Warrant Agent Agreement • March 24th, 2022 • Rail Vision Ltd. • Railroad equipment • New York
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [●], 2022 (the “Issuance Date”) is between Rail Vision Ltd., an Israeli company (the “Company”), and Vstock Transfer, LLC (the “Warrant Agent”).
