REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 12th, 2021 • Vision Sensing Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [_____], 2021, is made and entered into by and among Vision Sensing Acquisition Corp., a Delaware corporation (the “Company”), Vision Sensing LLC, a Delaware limited liability company (the “Sponsor”, and together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).
WARRANT AGREEMENTWarrant Agreement • November 3rd, 2021 • Vision Sensing Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 1, 2021, is by and between Vision Sensing Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
8,800,000 Units Vision Sensing Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • November 3rd, 2021 • Vision Sensing Acquisition Corp. • Blank checks • New York
The undersigned, Vision Sensing Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (hereinafter referred to as “you”, “EF Hutton”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
INDEMNITY AGREEMENTIndemnity Agreement • November 3rd, 2021 • Vision Sensing Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 1, 2021, by and between Vision Sensing Acquisition Corp., a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 3rd, 2021 • Vision Sensing Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 1, 2021, is made and entered into by and among Vision Sensing Acquisition Corp., a Delaware corporation (the “Company”), Vision Sensing LLC, a Delaware limited liability company (the “Sponsor”, and together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).
November 1, 2021 Vision Sensing Acquisition Corp. Suite 500, 78 SW 7th Street Miami, FL 33130Underwriting Agreement • November 3rd, 2021 • Vision Sensing Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Vision Sensing Acquisition Corp., a Delaware corporation (the “Company”), and EF Hutton, Division of Benchmark Investments, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 10,120,000 of the Company’s units (including up to 1,320,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) and one-half of one redeemable warrant (the “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pu
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 3rd, 2021 • Vision Sensing Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 1, 2021, by and between Vision Sensing Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 12th, 2021 • Vision Sensing Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_____], 2021, by and between Vision Sensing Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • September 6th, 2022 • Vision Sensing Acquisition Corp. • Blank checks • New York
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is made and entered into as of [__], 2022 and shall be effective as of the Closing Date and subject to the condition that the Closing occurs, by and between Newsight Imaging Ltd., an Israeli company (the “Company”) and [insert name of applicable executive] (the “Subject Party”), in favor of and for the benefit of the Company and each of the Company’s Affiliates, successors, and direct and indirect Subsidiaries (collectively with the Company, the “Covered Parties”). Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 6th, 2022 • Vision Sensing Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among Newsight Imaging Ltd., an Israeli company (the “Company”), and the undersigned parties listed on the signature page hereto (each a “Holder” and collectively the “Holders”).
VISION SENSING ACQUISITION CORP. Suite 500, 78 SW 7th Street Miami, FL 33130Administrative Support Agreement • November 3rd, 2021 • Vision Sensing Acquisition Corp. • Blank checks • New York
This letter agreement by and between Vision Sensing Acquisition Corp. (the “Company”) and Vision Sensing LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
PLACEMENT UNIT PURCHASE AGREEMENTPlacement Unit Purchase Agreement • November 3rd, 2021 • Vision Sensing Acquisition Corp. • Blank checks • New York
This PLACEMENT UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of November 1, 2021, by and between Vision Sensing Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 78 SW 7th Street Suite 500, Miami, FL 33130, and Vision Sensing LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 78 SW 7th Street Suite 500, Miami, FL 33130.
AMENDMENT NO. 1 TO PLACEMENT UNIT PURCHASE AGREEMENTPlacement Unit Purchase Agreement • May 15th, 2023 • Vision Sensing Acquisition Corp. • Blank checks • New York
This Amendment No. 1 to Placement Unit Purchase Agreement (this “Amendment”) is made as of February 10, 2023, by and between Vision Sensing Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 78 SW 7th Street Suite 500, Miami, FL 33130, and Vision Sensing LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 78 SW 7th Street Suite 500, Miami, FL 33130.
VISION SENSING ACQUISITION CORP. Suite 500, 78 SW 7th Street Miami, Florida 33130Securities Subscription Agreement • September 24th, 2021 • Vision Sensing Acquisition Corp. • New York
This agreement (this “Agreement”) is entered into on August 20, 2021 by and between Vision Sensing LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Vision Sensing Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,530,000 shares (the “Shares”) of Class B common stock, $0.0001 par value per share (the “Class B Common Stock”), up to 330,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units of the Company (the “Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
ASSIGNMENT, ASSUMPPTION AND AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • September 6th, 2022 • Vision Sensing Acquisition Corp. • Blank checks
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT TO WARRANT AGREEMENT (this “Amendment”) is made as of [ ], 2022, by and among Newsight Imaging Ltd., a company organized under the laws of the State of Israel (the “Company”), Vision Sensing Acquisition Corp., a Delaware corporation (“SPAC”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).
AMENDMENT NO. 3 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 30th, 2024 • Vision Sensing Acquisition Corp. • Blank checks • New York
THIS AMENDMENT NO. 3 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of April 30, 2024, by and between Vision Sensing Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 6th, 2022 • Vision Sensing Acquisition Corp. • Blank checks
THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of [__], 2022, and shall be effective as of the Closing (defined below) and subject to the condition that the Closing occurs, by and among (i) Newsight Imaging Ltd., an Israeli company (the “Company”), (ii) Vision Sensing Acquisition Corp., a Delaware corporation (“VSAC”), and (iii) Vision Sensing LLC, a Delaware limited liability company (the “Sponsor”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Registration Rights Agreement (as defined below) (and if such term is not defined in the Registration Rights Agreement, then in the Business Combination Agreement (as defined below)).
MUTUAL TERMINATION AGREEMENTMutual Termination Agreement • December 11th, 2023 • Vision Sensing Acquisition Corp. • Blank checks
This MUTUAL TERMINATION AGREEMENT (this “Agreement”) is entered into as of December 9, 2023 (the “Effective Date”) by and among (i) Newsight Imaging Ltd., an Israeli company (the “Company”), (ii) Newsight MergerSub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and (iii) Vision Sensing Acquisition Corp., a Delaware corporation (“VSAC” and together with the Company and Merger Sub, the “Parties” and each a “Party”).
April 12, 2024 Vision Sensing Acquisition Corp.Conversion of Class B Common Stock Founder Shares to Class a Common Stock • May 1st, 2024 • Vision Sensing Acquisition Corp. • Blank checks
FIRST AMENDMENT TO LETTER AGREEMENTLetter Agreement • September 6th, 2022 • Vision Sensing Acquisition Corp. • Blank checks
THIS FIRST AMENDMENT TO LETTER AGREEMENT (this “Amendment”) is made and entered into as of [insert Closing Date], 2022, by and among (i) Newsight Imaging Ltd., an Israeli company (the “Company”), (ii) Vision Sensing Acquisition Corp., a Delaware corporation (“VSAC”), (iii) Vision Sensing LLC, a Delaware limited liability company (the “Sponsor”) and (iv) the undersigned individuals, each of whom is or was a member of VSAC’s board of directors and/or management team (each an “Insider” and collectively, the “Insiders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Original Agreement (as defined below) (and if such term is not defined in the Original Agreement, then in the Business Combination Agreement (as defined below)).
FORM OF VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 6th, 2022 • Vision Sensing Acquisition Corp. • Blank checks • New York
This Voting and Support Agreement (this “Agreement”) is made as of August 30, 2022, by and among (i) Newsight Imaging Ltd., an Israeli company (“Newsight”), (ii) Vision Sensing Acquisition Corp., a Delaware corporation (“VSAC”), and (iii) the undersigned shareholder of Newsight (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 2nd, 2023 • Vision Sensing Acquisition Corp. • Blank checks • New York
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of May 1, 2023, by and between Vision Sensing Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
FORM OF SPONSOR VOTING AGREEMENTSponsor Voting Agreement • September 6th, 2022 • Vision Sensing Acquisition Corp. • Blank checks • New York
This SPONSOR VOTING AGREEMENT (this “Agreement”), is entered into as of August 30, 2022, by and among Vision Sensing LLC, a Delaware limited liability company (“Sponsor”), Vision Sensing Acquisition Corp., a Delaware corporation (“VSAC”), and Newsight Imaging Ltd., an Israeli company (the “Company”). Terms used but not defined in this Agreement shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • January 30th, 2023 • Vision Sensing Acquisition Corp. • Blank checks • New York
This Amendment No. 2 to Business Combination Agreement (this “Amendment”) is made and entered into as of January 29, 2023 by and among (i) Newsight Imaging Ltd., an Israeli company (the “Company”), (ii) Newsight MergerSub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and (iii) Vision Sensing Acquisition Corp., a Delaware corporation (“VSAC”). The Company, Merger Sub and VSAC are each sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • September 6th, 2022 • Vision Sensing Acquisition Corp. • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of August 30, 2022 by and between Newsight Imaging Ltd., an Israeli company (the “Company”), Vision Sensing Acquisition Corp., a Delaware corporation (“VSAC”), and the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement, as hereinafter defined.
AMENDMENT NO. 2 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 19th, 2023 • Vision Sensing Acquisition Corp. • Blank checks • New York
THIS AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of October [●], 2023, by and between Vision Sensing Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
AMENDMENT NO. 2 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 26th, 2023 • Vision Sensing Acquisition Corp. • Blank checks • New York
THIS AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of October 25, 2023, by and between Vision Sensing Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • March 24th, 2023 • Vision Sensing Acquisition Corp. • Blank checks • New York
This Amendment No. 1 to Business Combination Agreement (this “Amendment”) is made and entered into as of January 19, 2023 by and among (i) Newsight Imaging Ltd., an Israeli company (the “Company”), (ii) Newsight MergerSub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and (iii) Vision Sensing Acquisition Corp., a Delaware corporation (“VSAC”). The Company, Merger Sub and VSAC are each sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”
BUSINESS COMBINATION AGREEMENT by and among NEWSIGHT IMAGING LTD., NEWSIGHT MERGERSUB, INC., and VISION SENSING ACQUISITION CORP. Dated as of August 30, 2022Business Combination Agreement • September 6th, 2022 • Vision Sensing Acquisition Corp. • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”) is made and entered into as of August 30, 2022 by and among (i) Newsight Imaging Ltd., an Israeli company (the “Company”), (ii) Newsight MergerSub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and (iii) Vision Sensing Acquisition Corp., a Delaware corporation (“VSAC”). The Company, Merger Sub and VSAC are each sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”
