0001178913-07-001597 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 1st, 2007 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control

THIS REGISTRATION RIGHTS AGREEMENT (this “AGREEMENT”), dated as of July 31, 2007, is made by and among Elbit Vision Systems Ltd., a company organized under the laws of Israel, with headquarters located at 1 Hayasur Street, Hasharon Industrial Park, Kadima, P.O.B. 5030, Israel (the “COMPANY”), and Shavit Capital Fund GP L.P. an exempted limited partnership established under the laws of the Cayman Islands of Jerusalem Technology Park, Building 98, P.O. Box 82 3rd Floor, Malcha, Jerusalem 96951, Israel (the “BUYER”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 1st, 2007 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 21, 2007, is made by and among Elbit Vision Systems Ltd., a company organized under the laws of Israel, with headquarters located at 1 Hayasur Street, Hasharon Industrial Park, Kadima, P.O.B. 5030, Israel (the “Company”) and M.S.N.D. Real Estate Holdings Ltd., a company organized under the laws of the State of Israel, of 27 Habarzel Street, Atidim, Tel-Aviv, Israel (“Mivtach”).

AGREEMENT
Agreement • August 1st, 2007 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control

THIS AGREEMENT (the “Agreement”), dated as of June 21, 2007, is made by and between Elbit Vision Systems Ltd., (the “Company”), and M.S.N.D. Real Estate Holdings Ltd., (“Mivtach”), each company organized under the laws of Israel.

Amendment to Registration Rights Agreement of January 1, 2007 between Elbit Vision Systems Ltd. ("EVS") and Elbit Ltd. ("Elbit") (collectively the "Parties")
Registration Rights Agreement • August 1st, 2007 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control

Whereas the parties mutually wish to amend the terms of the Agreement upon the terms more particularly set forth in this document (“Amendment”);

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 1st, 2007 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control

THIS SECURITIES PURCHASE AGREEMENT (the “AGREEMENT”), dated as of July 31, 2007, is made by and among Elbit Vision Systems Ltd., a company organized under the laws of Israel, with headquarters located at 1 Hayasur Street, Hasharon Industrial Park, Kadima, P.O.B. 5030, Israel (the “COMPANY”), and Shavit Capital Fund GP, L.P, an exempted limited partnership established under the laws of the Cayman Islands of Jerusalem Technology Park, Building 98, P.O. Box 82 3rd Floor, Malcha, Jerusalem 96951, Israel (the “BUYER”).

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • August 1st, 2007 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control

This Share Purchase Agreement (the “Agreement”) is made as of June 21, 2007 by and among Elbit Vision Systems Ltd., a company organized under the laws of the State of Israel, of 1 Hayasur Street, Hasharon Industrial Park, Kadima, P.O.B. 5030, Israel (the “Company”), and Elbit Ltd., a company organized under the laws of the State of Israel, (“Elbit”) of 3, Azrieli Center, Tel-Aviv, Israel.

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