Foresight Autonomous Holdings Ltd. Sample Contracts

Standard Contracts

UNDERWRITING AGREEMENT between Foresight Autonomous Holdings Ltd. and as Representative of the Several Underwriters FORESIGHT AUTONOMOUS HOLDINGS LTD.
Underwriting Agreement • March 18th, 2019 • Foresight Autonomous Holdings Ltd. • Services-prepackaged software • New York

As Representative of the several Underwriters named on Schedule 1 attached hereto 590 Madison Avenue, 36th Floor New York, New York 10022

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FORESIGHT AUTONOMOUS LIMITED AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement
Deposit Agreement • December 27th, 2016 • Foresight Autonomous Holdings Ltd. • Services-prepackaged software • New York

DEPOSIT AGREEMENT dated as of __________, 2017 among FORESIGHT AUTONOMOUS LIMITED, a company incorporated under the laws of the State of Israel (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 29th, 2020 • Foresight Autonomous Holdings Ltd. • Services-prepackaged software • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 28, 2020 between Foresight Autonomous Holdings Ltd., a company organized under the laws of Israel (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

Foresight Autonomous Holdings Ltd
Placement Agent Agreement • May 20th, 2020 • Foresight Autonomous Holdings Ltd. • Services-prepackaged software • New York
FORESIGHT AUTONOMOUS HOLDINGS LTD. American Depositary Shares, each Representing Thirty Ordinary Shares SALES AGREEMENT
Sales Agreement • June 14th, 2024 • Foresight Autonomous Holdings Ltd. • Services-prepackaged software • New York

Foresight Autonomous Holdings Ltd., a company organized under the laws of Israel (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners, as follows:

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 8th, 2023 • Foresight Autonomous Holdings Ltd. • Services-prepackaged software • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 7, 2023, between Foresight Autonomous Holdings Ltd., a company organized under the laws of Israel (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • December 8th, 2023 • Foresight Autonomous Holdings Ltd. • Services-prepackaged software • New York
PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • December 29th, 2020 • Foresight Autonomous Holdings Ltd. • Services-prepackaged software • New York
SERVICES AGREEMENT (the “Agreement”) Made and Entered into on 5th Day of January, 2016.
Services Agreement • May 11th, 2017 • Foresight Autonomous Holdings Ltd. • Services-prepackaged software

Whereas The Company is contemplating to close a merger transaction by way of an exchange of stock with 4Eyes Autonomous Ltd. (hereinafter: the “Merger Transaction” and “4Eyes”, respectively); and

Software Development Services Agreement Made and Entered into in Tel Aviv on the 5th of January, 2016, (hereinafter: the “Agreement”)
Software Development Services Agreement • February 23rd, 2017 • Foresight Autonomous Holdings Ltd. • Services-prepackaged software

Whereas The Company, the Customer and ASIA PITUACH (A.D.B.M.) Ltd. (hereinafter: “Asia”) had entered on October 11, 2015, into a Merger transaction (hereinafter: the “Merger Agreement”); and

The agreement aims to integrate advanced 3D perception solutions into the vehicles and solutions of KONEC’s customers and partners across a wide range of sectors, including passenger and commercial vehicles, autonomous logistics vehicles, geofenced...
Commercial Cooperation Agreement • December 9th, 2024 • Foresight Autonomous Holdings Ltd. • Services-prepackaged software

Ness Ziona, Israel – December 9, 2024 - Foresight Autonomous Holdings Ltd. (Nasdaq and TASE: FRSX) (“Foresight” or the “Company”), an innovator in 3D perception systems, announced today the signing of a commercial cooperation agreement with KONEC Co. Ltd. (“KONEC”), a leading South Korean Tier-One automotive supplier, to bring to market advanced 3D perception solutions to be integrated into the vehicles and machinery of KONEC’s customers and business partners in the Republic of Korea. These solutions are designed for a wide range of sectors, including passenger vehicles, commercial vehicles such as trucks and buses, autonomous logistics vehicles, geofenced autonomous vehicles, as well as agriculture and heavy machinery.

Second Addendum to the Software Development Services Agreement of January 5, 2016
Software Development Services Agreement • March 31st, 2022 • Foresight Autonomous Holdings Ltd. • Services-prepackaged software

Whereas the service provider provides software development services to the company, under an agreement of January 5, 2016 (hereinafter: ‘the Agreement’), which was approved by the general meeting of the company’s parent company, Foresight Autonomous Holdings Ltd. (hereinafter: ‘Foresight Holdings’), on December 22, 2015, for a period of up to three years;

Director’s and Officers’ Letter of Indemnity
Director’s and Officers’ Letter of Indemnity • May 11th, 2017 • Foresight Autonomous Holdings Ltd. • Services-prepackaged software

Whereas __________, Identity Card No. __________, of __________ (hereinafter: the "Officeholder") has been serving in Foresight Autonomous Holdings Ltd., Public Co. No. 520036062 (hereinafter: the "Company"), as a director, since __________ and as __________ , since __________ and may serve in the future in additional and/or alternatives positions with the Company and/or on its behalf, in accordance with the Company’s resolutions as adopted from time to time; and

SERVICES AGREEMENT Made and Entered into on the 5th Day of January 2016.
Services Agreement • May 11th, 2017 • Foresight Autonomous Holdings Ltd. • Services-prepackaged software

Whereas The Company is contemplating to close a merger transaction by way of an exchange of stock with 4Eyes Autonomous Ltd. (hereinafter: the “Merger Transaction” and “4Eyes”, respectively); and

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • May 11th, 2017 • Foresight Autonomous Holdings Ltd. • Services-prepackaged software

This Share Purchase Agreement (this “Agreement”) is made and entered into as of the 4th day of August, 2016 (the “Effective Date”) by and between Railvision Ltd., a company incorporated under the laws of the State of Israel, registration number 5154441541 (the “Company”), the Founders (as defined below) and Capitalink Ltd., (“Capitalink“), Foresight Autonomous Holdings Ltd. (“Foresight”), and Amir Uziel Consulting Ltd. (“Uziel”) (each, an “Investor”; and collectively, the “Investors”). The Company, the Founders and the Investors are collectively referred to herein as the “Parties”, and each separately as a “Party”.

Summary Translation of Services Agreement Dated January 5, 2016
Services Agreement • December 27th, 2016 • Foresight Autonomous Holdings Ltd. • Services-prepackaged software

On January 5, 2016, Magna BSP Ltd. (the “Parent”) entered into a services agreement (the “Agreement”) with Foresight Automotive Ltd. (under its previous name, Four Eyes Autonomous Ltd.) (the “Subsidiary”). The parties entered into the Agreement in connection with the merger agreement (the “Merger Agreement”) dated October 11, 2015 by and among the Parent, the Subsidiary and Foresight Autonomous Holdings Ltd. (under its previous name, Asia Development A.D.B.M. Ltd.).

SPECIAL PERSONAL EMPLOYMENT AGREEMENT
Special Personal Employment Agreement • February 23rd, 2017 • Foresight Autonomous Holdings Ltd. • Services-prepackaged software

Between: ASIA PITUACH (A.D.B.M.) LTD., Public Company No.: 520036062 of 7 Jabotinsky Street, Ramat Gan, Israel (hereinafter: the "Company" or the "Employer") On the One Part;

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 11th, 2020 • Foresight Autonomous Holdings Ltd. • Services-prepackaged software • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June 9, 2020, between Foresight Autonomous Holdings Ltd., a company organized under the laws of Israel (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

AGREEMENT Made and Entered into in Tel Aviv on the 11th of October, 2015
Joint Venture Agreement • May 11th, 2017 • Foresight Autonomous Holdings Ltd. • Services-prepackaged software • Tel-Aviv

Whereas: The Company is a public company, whose shares are traded on the Tel Aviv Stock Exchange Ltd. (hereinafter: the “Stock Exchange”); and

Agreement for Tax Exempt Transfer of Assets Made and Entered into in Tel Aviv on the 5th of January, 2016, (hereinafter: the “Agreement”)
Agreement for Tax Exempt Transfer of Assets • February 23rd, 2017 • Foresight Autonomous Holdings Ltd. • Services-prepackaged software

Whereas: MAGNA operates in the field of development and marketing of new products and innovative technologies based on passive 3D electro-optics radar, in three main fields of activities: One - Border security, protected facilities and industry (hereinafter: the “Security Field”); two - aviation security and prevention of air traffic accidents (hereinafter: the “Aviation Field”); and three - car safety through products installed in the car for prevention of road accidents (hereinafter: the “Car Safety Field”); and

Summary Translation of Asset Transfer Agreement Dated January 5, 2016
Asset Transfer Agreement • December 27th, 2016 • Foresight Autonomous Holdings Ltd. • Services-prepackaged software

On January 5, 2016, Foresight Automotive Ltd. (under its previous name, Four Eyes Autonomous Ltd.) (the “Subsidiary”), a private Israeli company, entered into an Asset Transfer Agreement (the “Agreement”) with Magna BSP Ltd. (“Magna”), the sole shareholder of the Subsidiary. Magna operates in the field of research and development of radar-based products and technologies, relating to border security, flight safety and vehicle safety. The Subsidiary was established for the purpose of concentrating the field of vehicle safety in a separate legal entity. The parties entered into the Agreement, with retroactive effect to October 11, 2015, in connection with the merger agreement (the “Merger Agreement”) dated October 11, 2015 by and among the Parent, the Subsidiary and Foresight Autonomous Holdings Ltd. (under its previous name, Asia Development A.D.B.M. Ltd.).

Summary Translation of Merger Agreement Dated October 11, 2015
Merger Agreement • December 27th, 2016 • Foresight Autonomous Holdings Ltd. • Services-prepackaged software

On October 11, 2015 Foresight Autonomous Holdings Ltd. (under its previous name, Asia Development A.D.B.M. Ltd.), a publicly traded Israeli company (the “Company”), entered into a merger agreement (the “Agreement”) with Foresight Automotive Ltd. (under its previous name, Four Eyes Autonomous Ltd.) (the “Subsidiary”), a private Israeli company and with Magna BSP Ltd. (“Magna”), the sole shareholder of the Subsidiary. The Subsidiary operates in the field of research and development of a radar based on the assets of Magna, relating to the field of vehicle safety.

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First Addendum to the Software Development Services Agreement of January 5, 2016
Software Development Services Agreement • March 31st, 2022 • Foresight Autonomous Holdings Ltd. • Services-prepackaged software

Whereas the service provider provides software development services to the company, under an agreement of January 5, 2016 (hereinafter: ‘the Agreement’), which was approved by the general meeting of the company’s parent company, Foresight Autonomous Holdings Ltd. (hereinafter: ‘Foresight Holdings’), on December 22, 2015, for a period of up to three years;

Third Addendum to the Software Development Services Agreement of January 5, 2016
Software Development Services Agreement • March 27th, 2024 • Foresight Autonomous Holdings Ltd. • Services-prepackaged software

Whereas the service provider provides software development services to the company, under an agreement of January 5, 2016 (hereinafter: ‘the Agreement’), which was approved from time to time by the general meeting of the company’s parent company, Foresight Autonomous Holdings Ltd. (hereinafter: ‘Foresight Holdings’), last of which on January 31, 2022;

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