REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 31st, 2024 • Rail Vision Ltd. • Railroad equipment
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January [___], 2024, between Rail Vision Ltd., an Israeli company (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
ContractPurchase Warrant Agreement • March 24th, 2022 • Rail Vision Ltd. • 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.
STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • October 7th, 2024 • Rail Vision Ltd. • Railroad equipment
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of October 7, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and RAIL VISION LTD., an Israeli company (the “Company”).
FORM OF 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 [●], 2022 (the “Issuance Date”) is between Rail Vision Ltd., an Israeli company (the “Company”), and Vstock Transfer, LLC (the “Warrant Agent”).
Underwriting AgreementUnderwriting Agreement • March 24th, 2022 • Rail Vision Ltd. • Railroad equipment • New York
WARRANT TO PURCHASE ORDINARY SHARES RAIL VISION LTD.Warrant Agreement • May 15th, 2023 • Rail Vision Ltd. • Railroad equipment • New York
THIS WARRANT TO PURCHASE ORDINARY SHARES (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) 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 Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on May 11, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Rail Vision Ltd., an Israeli corporation (the “Company”), up to [●] ordinary shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one (1) Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 11th, 2023 • Rail Vision Ltd. • Railroad equipment • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 10, 2023, between Rail Vision Ltd., an Israeli corporation (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 11th, 2023 • Rail Vision Ltd. • Railroad equipment • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 10, 2023, between Rail Vision Ltd., an Israeli corporation (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 31st, 2024 • Rail Vision Ltd. • Railroad equipment • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January [____], 2024, between Rail Vision Ltd., an Israeli company (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).
Convertible Promissory NoteConvertible Note • October 7th, 2024 • Rail Vision Ltd. • Railroad equipment
This Note is being issued pursuant to Section 2.01 of the Standby Equity Purchase Agreement, dated [___________] (as may be amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “SEPA”), by and between the Company and YA II PN, Ltd., as the Investor.
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”).
ORDINARY SHARES PURCHASE WARRANT RAIL VISION LTD.Ordinary Shares Purchase Warrant • March 24th, 2022 • Rail Vision Ltd. • 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
AEGIS CAPITAL CORP.Placement Agent Agreement • May 11th, 2023 • Rail Vision Ltd. • Railroad equipment • New York
The purpose of this placement agent agreement (“Agreement”) is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as the exclusive placement agent on a “best efforts” basis in connection with (a) securities sold under a shelf registration statement in connection with the proposed private placements and (b) any securities sold other than pursuant to a registration statement in connection with the proposed private placements (the “Placements”) by Rail Vision Ltd. (collectively, with its subsidiaries and affiliates, the “Company”) of units consisting of one (1) ordinary share and one (1) warrant to purchase ordinary shares (the “Securities”). This Agreement sets forth certain conditions and assumptions upon which the Placements are premised. The Company confirms that entry into this Agreement and completion of the Placements with Aegis will not breach or otherwise violate the Company’s obligations to any other investment bank.
PRE-FUNDED PURCHASE WARRANT RAIL VISION LTD.Pre-Funded Purchase Warrant • January 31st, 2024 • Rail Vision Ltd. • Railroad equipment
THIS PRE-FUNDED PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after January [___], 2024 (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”), but not thereafter, to subscribe for and purchase from Rail Vision Ltd., an Israeli company (the “Company”), up to [___] ordinary shares, par value NIS 0.01 per share (the “Ordinary Shares”) (as subject to adjustment hereunder, the “Warrant Shares”). This Warrant was issued pursuant to Sections 2.1 and 2.2 of that certain Securities Purchase Agreement, dated as of January [___], 2024, by and between the Company, the Holder and other purchasers signatory thereto (as may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Agreement”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification 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.
FACILITY AGREEMENTFacility Agreement • January 9th, 2024 • Rail Vision Ltd. • Railroad equipment
THIS FACILITY AGREEMENT is made as of January 9, 2024 (the “Agreement Date”) between L.I.A. Pure Capital Ltd., company no. 514408715 (the “Lender”) and Rail Vision Ltd., company no. 515441541 (the “Borrower” or the “Company”) (the Borrower together with the Lender, the “Parties” and individually “Party”).
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”).
