0001213900-24-085891 Sample Contracts

STANDBY EQUITY PURCHASE AGREEMENT
Standby 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”).

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Convertible Promissory Note
Convertible 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.

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