Exhibit 4.4


 


Director’s and Officers’ Letter
of Indemnity


 


(this
"Agreement")


 


Made
and entered into this ____ Day of ____, 2016


 


		Whereas	__________,
                                         Identity Card No. __________, of __________ (hereinafter: the "Officeholder")
                                         has been serving in Foresight Autonomous Holdings Ltd., Public Co. No. 520036062 (hereinafter:
                                         the "Company"), as a director, since __________ and as __________
                                         , since __________ and may serve in the future in additional and/or alternatives
                                         positions with the Company and/or on its behalf, in accordance with the Company’s
                                         resolutions as adopted from time to time; and



 


		Whereas	The
                                         Company is interested in providing the Officeholder an undertaking in advance for indemnification,
                                         that shall be limited to such types of events which in the opinion of the Company's board
                                         of Directors deem to be foreseeable at the time the indemnification undertaking is made,
                                         all subject to the provisions of the Companies Law, 5759-1999 (hereinafter: the "Companies
                                         Law"); and



 


		Whereas	The
                                         Company’s articles of association (hereinafter: the "Articles of Association")
                                         permit engagements of the type which is the subject matter of this Agreement; and



 


		Whereas	The
                                         Company’s compensation committee and afterwards the Company’s board of directors
                                         approved the providing of the undertaking in advance for indemnification of the Officeholder
                                         and the terms and conditions set forth in this Letter of Indemnity; and



 


		Whereas	The
                                         Company’s shareholders' meeting as well approved the providing of the undertaking
                                         in advance for indemnification of the Officeholder and the terms and conditions set forth
                                         in this Letter of Indemnity; and



 


		Whereas	The
                                         Company is interested in providing the Officeholder an undertaking in advance for indemnification
                                         for any liability or expense incurred by reason of an act done by virtue of his being
                                         an Officeholder of the Company, provided that upon doing such act, the Officeholder was
                                         serving as an Officeholder in the Company and that such act was done in accordance with
                                         the law and in accordance with and subject to the provisions of the Company’s Articles,
                                         the Companies Law and any other law, including the Securities Law, 5728-1968 (hereinafter:
                                         the "Securities Law") and as set forth herein below.



 






    


     

    

 


NOW,
THEREFORE, the Company undertakes to indemnify the Officeholder, subject to the provisions of this Letter of Indemnity and subject
to the provisions of any law, which constitute an integral part hereof, as follows:


 


		1.	Indemnification



 


		1.1	The
                                         Company hereby undertakes to indemnify the Officeholder for any liability or expense
                                         imposed on the Officeholder as a result of an act which was performed during his service
                                         as Officeholder in the Company and by virtue of his being an Officeholder of the Company,
                                         as follows:



 


		1.1.1	A
                                         financial liability imposed on the Officeholder in favor of another person by a court
                                         judgment, including a settlement judgment or an arbitrator's award approved by a court.



 


		1.1.2	Reasonable
                                         litigation expenses, including attorneys' fees, incurred by the Officeholder due to investigation
                                         or proceedings, which terminated without the filing of an indictment against the Officeholder
                                         and without the imposition of financial liability in lieu of criminal proceedings, or
                                         terminated without the filing of an indictment against him, but in the imposition of
                                         a financial liability in lieu of a criminal proceedings for an offense that does not
                                         require proof of criminal intent ("Termination of proceedings without filing of
                                         an indictment in a matter with respect to which a criminal investigation had been commenced"
                                         and "financial liability in lieu of criminal proceedings" as such phrases are
                                         defined in Section 260(a)(1a) of the Companies Law, as amended from time to time).



 


		1.1.3	Reasonable
                                         litigation expenses, including attorneys' fees, incurred by the Officeholder or charged
                                         to him by a court, in proceedings filed against him by another company or on its behalf
                                         or by another person (including in case of a suit filed against the Officeholder by way
                                         of a derivative action), or in a criminal charge from which he was acquitted, or in a
                                         criminal charge of which he was convicted for an offense that does not require proof
                                         of criminal intent.



 


		1.1.4	Financial
                                         liability in favor of an Injured Party, as defined in Section 52(54)(a)(1)(a) of the
                                         Securities Law.



 


		1.1.5	Expenses
                                         incurred and/or to be expended by the Officeholder in connection with Administrative
                                         Enforcement Proceedings (as such term is defined below) concerning the Officeholder,
                                         including reasonable litigation expenses, including attorneys’ fees. "Administrative
                                         Enforcement Proceedings" in this section are proceedings under Chapters H'3,
                                         H'4 or I'1 of the Securities Law.



 


		1.1.6	Any
                                         financial indemnity allowed under the law.



 






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		1.2	Notwithstanding
                                         the provisions of section 1.1 and its subsections above, the Company’s undertaking
                                         to indemnify the Officeholder shall be void and the Company shall not indemnify the Officeholder
                                         in any of the following events:



 


		1.2.1	The
                                         Officeholder breaches a fiduciary duty, except where the Officeholder acted in good faith
                                         and had reasonable grounds to assume that the act would not prejudice the Company’s
                                         best interests.



 


		1.2.2	The
                                         Officeholder intentionally or recklessly breaches the duty of care.



 


		1.2.3	The
                                         Officeholder acted with an intention to illegally reap a personal gain.



 


		1.2.4	A
                                         fine or a civil fine or monetary sanction is levied on the Officeholder.



 


		1.3	In
                                         addition, and subject to the provisions of this Letter of Indemnity, the Company undertakes
                                         that to the extent the Officeholder would be required to provide guarantees and/or securities
                                         in any interim proceedings instituted against the Officeholder - the Company shall provide
                                         such guarantees and/or securities instead of the Officeholder.



 


		1.4	Subject
                                         to the provisions of any law, the total amount of indemnity payable by the Company to
                                         all the Officeholders to whom indemnification is provided for any such event shall not
                                         exceed 25% (twenty five percent) of the Company’s equity, pursuant to the Company’s
                                         latest audited consolidated financial statements, as of the actual date of payment of
                                         such indemnification, such amount shall, however, not be lower than NIS 4 Million (hereinafter:
                                         the "Maximum Indemnity Amount"). It is expressly emphasized, that the
                                         Indemnity Amount under this Letter of Indemnity shall extend beyond the paid amount (if
                                         and to the extent such is paid) as part of any insurance and/or indemnification of any
                                         party other than the Company. If and to the extent that the total indemnity amounts the
                                         Company is demanded to pay exceed the Maximum Indemnity Amount or the balance of the
                                         Maximum Indemnity Amount (as may exist at the time), then the Maximum Indemnity Amount
                                         or the balance thereof, as the case may be, shall be distributed among the Company’s
                                         Officeholders entitled to such Indemnity, in such manner that the actual indemnity amount
                                         received by each Officeholder shall be calculated pro rata, on the basis of the ratio
                                         of the indemnity amount due to each such Officeholders and the Indemnity Amount due to
                                         all such Officeholders in the aggregate.



 






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		1.5	The
                                         Company shall make available to the Officeholder all the amounts required under this
                                         section 1, on the date the liability of the Officeholder to pay them first arises (hereinafter:
                                         the "Liability Date"); in the event that legal proceedings commence,
                                         or in case of threat or concern for their commencement against the Officeholder, the
                                         Company will make available to the Officeholder, in advance, on account of the indemnity
                                         amount, any amounts assessed by the Company, to cover reasonable litigation expenses,
                                         including attorneys' fees, for which the Officeholder is entitled to indemnity; this
                                         section shall not apply to any litigation expenses and attorneys' fees in the framework
                                         of criminal proceedings, save for an indictment for an offense that does not require
                                         proof of criminal intent, with respect of which the indemnity shall be given to the Officeholder,
                                         if any, after and subject to being discharged from the indictment.



 


		2.	Causes
                                         for Indemnification



 


The
Company’s indemnity undertaking under this Letter of Indemnity is limited to any act or omission in connection with each
of the following acts and/or matters:


 


		2.1.1	Acts
                                         carried out in the Company’s ordinary or other course of business, in connection
                                         with its field of business, including all the Company’s engagements in such fields.



 


		2.1.2	The
                                         issuance of the Company’s securities pursuant to a prospectus and/or any other
                                         document and any amendments to such prospectus and/or document (the prospectus and document,
                                         hereinafter collectively: the "Prospectus").



 


		2.1.3	Any
                                         issues that require a disclosure in the Prospectus, including any draft thereof, that
                                         occurred prior to the date of the Prospectus, during the period in which the Prospectus
                                         is published and until the expiry of the subscription period, for which no due disclosure
                                         was made and all issues that require a disclosure in later reporting of the Company (hereinafter:
                                         "Misleading" or "Lacking Reporting").



 


		2.1.4	Lacking
                                         Reporting of a Misleading item in the financial statements, periodic reports, immediate
                                         reports and other reports that the Company is required to file as a public company under
                                         the Securities Law or any other law.



 






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		2.1.5	Financial
                                         liability imposed upon such Officeholder due to a claim of third parties against the
                                         Officeholder for lacking and/or misleading reporting and/or disclosure, in writing or
                                         verbally, to existing and/or potential investors in the Company, including in case of
                                         a merger of the Company with another company.



 


		2.1.6	Actions
                                         that result from the public status of the Company, or due to the offering of its shares
                                         to the public, or the trading thereof at any Israeli and/or foreign stock exchange.



 


		2.1.7	Exercise
                                         of the personal guarantee provided by the Officeholder to the Company to secure the Company’s
                                         warranties and/or representations



 


		2.1.8	Failure
                                         to conduct a full and/or proper due diligence process of the Company’s investments,
                                         which result in a full and/or partial loss of the investment and/or harm to the Company’s
                                         business and/or breach of any obligations towards third parties.



 


		2.1.9	Cover
                                         the excess in case of activation of the Officeholders’ liability insurance, if
                                         any such insurance is procured.



 


		2.1.10	Actions
                                         in connection with the Company’s investments in various corporations, prior to
                                         or following such investments, for the purpose of entering into, performance, development,
                                         follow-up and monitoring such investment transaction.



 


		2.1.11	The
                                         acts of purchase, sale, or holding marketable securities or other investments for or
                                         on behalf of the Company, including real estate investments in Israel and/or abroad.



 


		2.1.12	Activities
                                         associated with hiring, dismissing, and overall labor relations in the Company and the
                                         Company’s trade relations, including employees, independent contractors, customers
                                         and other service providers.



 


		2.1.13	Financial
                                         liability imposed on the Officeholder in respect of acts performed by the Officeholder
                                         vis à vis the government, a stock exchange and the Securities Authority institutions.



 






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		2.1.14	Any
                                         change or reorganization of the Company or any resolutions in connection therewith, including,
                                         without derogating from the generality of the above, splitting, merger, recapitalization,
                                         establishing subsidiaries, liquidation, merger or sale thereof, purchase of companies,
                                         legal entities or assets, allocation, transfer and distribution (as such terms are defined
                                         in the Companies Law).



 


		2.1.15	Notification
                                         or declaration, including an expression of position or opinion made in good faith by
                                         the Officeholder, in the course of and as part of the performance of his duties, including
                                         during meetings of the board of directors of the Company or of any related organs, press
                                         interviews, various reportings, etc.



 


		2.1.16	Events
                                         in connection with and/or arising from the lack of adequate insurance arrangements.



 


		2.1.17	Events
                                         with respect to acts and/or resolutions in connection with the preparation or approval
                                         of financial statements, business plans or forecasts concerning the Company.



 


		2.1.18	Events
                                         in connection with any demands or claims or proceedings arising from violations of intellectual
                                         property rights of any third parties or breach of the obligation of confidentiality towards
                                         such parties, which occur in the course of the Company’s activities.



 


		2.1.19	Events
                                         in connection with any lenders or creditors, or loaned money or other liabilities of
                                         the Company.



 


		2.1.20	Events
                                         in connection with Company's proceedings before any court and/or arbitrator and/or mediator
                                         and/or any other judiciary tribunal.



 


		2.1.21	Events
                                         relating to class action suits or derivative actions in connection with the Company.



 


		2.1.22	Events
                                         in connection with the distribution or non-distribution of dividends.



 


		2.1.23	Events
                                         in connection with documents, actions, resolutions, representations or warranties with
                                         respect to any of the foregoing issues, towards the Company and/or any third parties.



 


		2.1.24	Any
                                         Transaction, within the meaning of Section 1 of the Companies Law, including an Interested
                                         Party Transaction, as such term is defined in the Companies Law.



 






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		2.1.25	Any
                                         event and/or action for which indemnification is permitted under the Efficiency of Enforcement
                                         Procedures in the Securities Authority (legislation amendments) Law, 5771-2011.



 


		2.1.26	Each
                                         one of the acts set forth in sections 2.1.1 - 2.1.25 above, if performed by the Officeholder
                                         in companies in which the Officeholder serves as an Officeholder and/or observer and/or
                                         representative and/or agent on behalf of the Company, including without limitation, in
                                         connection with his voting in the name of the Company at general meetings of such companies.



 


		3.	Indemnification
                                         Conditions



 


The
Company’s indemnity undertaking shall be conditioned upon meeting the following conditions:


 


		3.1	The
                                         Officeholder must notify the Company, in writing, of any legal and/or administrative
                                         proceedings initiated and/or threatened against the Officeholder, including, without
                                         limitation, claim of any type, investigation by a competent authority, legal suit and/or
                                         civil claim, including a claim for monetary compensation and/or motion for injunctive
                                         relief and/or Administrative Enforcement Proceedings as such term is defined in section
                                         1.1.5 above and of any written or verbal demand and/or notice and/or threat received
                                         by him which mean an imposition of liability on the Officeholder resulting in the application
                                         of indemnification under this agreement (hereinafter: the "Proceedings"),
                                         close as possible after the Officeholder becomes aware of the above for the first time,
                                         and promptly deliver to the Company any documents provided to him/her in connection with
                                         such Proceedings.



 


		3.2	The
                                         Company may, and if requested by the Officeholder, the Company shall be obligated to,
                                         assume the handling of such Proceedings as defined above on behalf of the Officeholder
                                         and hand over the defense to an attorney, the identity of whom shall be jointly determined
                                         by the Company and the Officeholder.



 


		3.3	To
                                         the extent that the Officeholder wishes to exercise his rights under section 3.2 above,
                                         the Officeholder shall sign an authorization to empower the Company, as well as the attorney
                                         appointed by the Company for such purpose, to conduct the defense on his behalf in such
                                         Proceedings and represent him in anything involved in such defense, all at the Company’s
                                         first written request.



 






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		3.4	The
                                         Officeholder shall cooperate with the Company as well as with said attorney in any reasonable
                                         manner as demanded by the Company or attorney in their actions pertaining to the Proceedings,
                                         this regardless of whether the Officeholder elects to exercise his rights under section
                                         3.2 above, or not.



 


		3.5	If
                                         the Officeholder elects to exercise his rights under section 3.2 above, then the Company
                                         shall bear any expenses incurred in connection with such handling of the Proceedings
                                         in his name (hereinafter: the "Expenses").



 


For
the avoidance of doubt, that stated in this section above shall not apply in case of the conviction of the Officeholder of a criminal
offense that requires proof of criminal intent. In such case, the Officeholder shall remit to the Company such Expenses no later
than sixty (60) days after the judgment becomes peremptory or following receipt by the Officeholder of the Company’s demand,
whichever is later.


 


Any
acts of the Officeholder or anyone on his behalf contrary to the provisions of this section, shall constitute grounds for revocation
of this indemnification agreement by the Company.


 


		3.6	For
                                         the purpose of settlement, including, without derogating from the generality of the aforesaid,
                                         the referral of the Proceedings for mediation before a mediator, or for resolution by
                                         arbitration, the prior written consent of both the Officeholder and the Company shall
                                         be required, regardless of whether the Officeholder has elected to exercise his rights
                                         pursuant to the provisions of section 3.2 above, or not.



 


		3.7	In
                                         the event that Officeholders are indemnified under any Officeholders’ insurance
                                         policy procured by the Company, if any, for the indemnifiable matter, the indemnity under
                                         this Letter of Indemnity shall be in the amount of the difference between the financial
                                         liability imposed on the Officeholders, including legal expenses and the amount received
                                         from the insurer with respect to the same matter.



 


		4.	Effect
                                         of the Undertaking



 


		4.1	The
                                         indemnity undertaking refers to the acts of the Officeholder performed by virtue of his
                                         being an Officeholder of the Company and shall be in effect, both with respect to Proceedings
                                         instituted against him during his service with the Company and Proceedings instituted
                                         against him following the termination of his office, provided such Proceedings are with
                                         respect to acts performed by the Officeholder during the term of his office as Officeholder
                                         and by virtue of being an Officeholder of the Company, whether directly or indirectly,
                                         during the course of, or by reason of being an Officeholder in the Company.



 






    	 	- 8 -	 



     

    

 


		4.2	The
                                         Company shall not indemnify the Officeholder for any liability or expense or for any
                                         settlement agreement, which were made with the Officeholder’s consent, but without
                                         the prior written consent of the Company.



 


		4.3	The
                                         Company’s undertaking shall not apply to any act done without the Company’s
                                         knowledge or approval, notwithstanding the fact that under the Company’s incorporation
                                         documents and/or its resolutions such were ought to be within the Company’s knowledge
                                         and/or approval, even if such act was legal but the results of which were not for the
                                         benefit of the Company.



 


		4.4	Nothing
                                         in the indemnity undertaking of the Company shall cancel, derogate from or waive any
                                         other indemnification available to the Officeholder from any other source under the provisions
                                         of any law and/or statute.



 


		4.5	Nothing
                                         in the Company’s indemnity undertaking shall limit the Company from providing any
                                         further or special indemnification to the Officeholder, pursuant to the Company’s
                                         governing documents and the provisions of any law, provided such shall not adversely
                                         affect the indemnification undertaking which is the subject matter of this agreement.



 


		5.	Miscellaneous



 


		5.1	This
                                         Letter of Indemnity exhausts the terms and the conditions applicable to the Company’s
                                         undertaking to indemnify the Officeholder in advance. This Letter of Indemnity supersedes
                                         any covenants, declarations, agreements, representations or understandings made by the
                                         Company, if any, either written or oral, prior to the execution of this Letter of Indemnity.



 


		5.2	Notices
                                         under this Letter of Indemnity will be delivered in writing and shall be deemed received
                                         by the addressee when personally delivered, or within 3 days, if sent by registered mail
                                         in accordance with the addresses recorded in the Company’s files.



 


In
witness whereof, we have hereto set our hands:


 


	 	 	 
	The
    Officeholder	 	Foresight
    Autonomous Holdings Ltd.


 






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Schedule
to Exhibit 4.4


 


The
following directors and executive officers are parties to Indemnification Agreements with the Company which are substantially
identical in all material respects to the representative Indemnification Agreement filed herewith and are dated as of the respective
dates listed below. The other Indemnification Agreements are omitted pursuant to Instruction 2 to Item 601 of Regulation S-K.


 


	Name
    of Signatory	 	Date
	 	 	 
	Michael
    Gally	 	April
    18, 2016
	Chairman
    of the Board of Directors	 	 
	 	 	 
	Haim
    Siboni	 	April
    18, 2016
	Chief
    Executive Officer	 	 
	 	 	 
	Eli
    Yoresh	 	April
    18, 2016
	Chief
    Financial Officer	 	 
	 	 	 
	Ariel
    Dor	 	April
    18, 2016
	Chief
    Operations Officer	 	 
	 	 	 
	Ehud
    Aharoni	 	April
    18, 2016
	Director	 	 
	 	 	 
	Avishay
    Cohen	 	April
    18, 2016
	Director	 	 
	 	 	 
	Shaul
    Gilad	 	April
    18, 2016
	Director	 	 
	 	 	 
	Zeev
    Levenberg	 	April
    18, 2016
	Director	 	 


 


 


 


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