WARRANT AGREEMENTWarrant Agreement • December 8th, 2022 • Newsight Imaging Ltd. • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 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”).
INDEMNITY AGREEMENTIndemnity Agreement • December 8th, 2022 • Newsight Imaging Ltd. • 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”).
November 1, 2021 Vision Sensing Acquisition Corp. Suite 500, 78 SW 7th Street Miami, FL 33130Letter Agreement • December 8th, 2022 • Newsight Imaging Ltd.
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
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 8th, 2022 • Newsight Imaging Ltd. • 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 8th, 2022 • Newsight Imaging Ltd.
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”).
VISION SENSING ACQUISITION CORP. Suite 500, 78 SW 7th Street Miami, FL 33130Newsight Imaging Ltd. • December 8th, 2022
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 • December 8th, 2022 • Newsight Imaging Ltd. • 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 • February 13th, 2023 • Newsight Imaging Ltd. • Semiconductors & related devices • 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.
ASSIGNMENT, ASSUMPTION AND AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • December 8th, 2022 • Newsight Imaging Ltd.
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”).
