Exhibit 4.2


 


 


Agreement
for Tax Exempt Transfer of Assets


 


Made
and Entered into in Tel Aviv on the 5th of January, 2016, (hereinafter: the “Agreement”)


 


	Between:	MAGNA
    - B.S.P. Ltd.
	 	Company
    number: 513066639
	 	Henri
    Malka Street, Dimona
	 	(hereinafter:
    “MAGNA”)


 


On
the One Part


 


	And:	Four
    Eyes Autonomous Ltd.
	 	Company
    number: 515287480
	 	Henri
    Malka Street, Dimona
	 	(hereinafter:
    “4Eyes”)


 


On
the Second Part


 


		Whereas:	MAGNA
                                         operates in the field of development and marketing of new products and innovative technologies
                                         based on passive 3D electro-optics radar, in three main fields of activities: One - Border
                                         security, protected facilities and industry (hereinafter: the “Security Field”);
                                         two - aviation security and prevention of air traffic accidents (hereinafter: the “Aviation
                                         Field”); and three - car safety through products installed in the car for prevention
                                         of road accidents (hereinafter: the “Car Safety Field”); and



 


		Whereas:	4Eyes
                                         (a wholly owned subsidiary of MAGNA) was established for the purpose of concentrating
                                         the Car Safety Field under a separate legal entity; and



 


		Whereas:	For
                                         this purpose, MAGNA is interested in reorganizing its organizational structure, and in
                                         transferring to 4Eyes only the Car Safety Field assets (hereinafter: the “Transferred
                                         Activities”), this without consideration and in accordance with the provisions
                                         of Part E2 of the Income Tax Ordinance: Structural Change and Merger (hereinafter: the
                                         “Reorganization”, all subject to the approval of the Tax Authority
                                         and as part of a preliminary step to merge with a public company (hereinafter: the “Merger”);
                                         and



 


		Whereas:	4Eyes
                                         is interested in absorbing the Transferred Activities in accordance with the Reorganization
                                         principles; and



 


		Whereas:	The
                                         Reorganization is, inter alia, subject to obtaining an approval from the Tax Authority;
                                         and



 






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		Whereas:	MAGNA,
                                         through its competent corporate organs, adopted the requisite resolutions for the purpose
                                         of transferring the Transferred Activities to 4Eyes; and



 


		Whereas:	4Eyes,
                                         through its competent corporate organs, adopted the requisite resolutions for the purpose
                                         of receiving the Transferred Activities from MAGNA; and



 


		Whereas:	The
                                         Reorganization is intended for business and financial purposes as detailed herein above
                                         and below; and



 


		Whereas:	The
                                         parties desire to enter into this Agreement;



 


Now,
therefore, it is hereby Agreed, Stipulated and Declared by and between the Parties as follows:


 


	1.	Preamble
                                         and Annexes



 


		1.1	The
                                         preamble to this Agreement and the parties’ declarations contained herein form
                                         an integral part hereof.



 


		1.2	The
                                         annexes attached to this Agreement constitute an integral part hereof and are binding
                                         as the other terms and conditions hereof.



 


	2.	Definitions



 


In
this Agreement the following terms shall have the respective meanings ascribed to them below:


 


		2.1	“Companies
                                         Law” - the Companies Law, 5759-1999.



 


		2.2	“Effective
                                         Date” - the date on which the Merger is approved by all the competent corporate
                                         organs of the merging companies or any other date determined and agreed to by the parties
                                         and subject to the Tax Authority’s approval.



 


		2.3	“Transferred
                                         Assets” - all the Intellectual Property assets transferred from MAGNA to 4Eyes
                                         under this Agreement in accordance with the provisions of Annex 2.5 attached
                                         hereto.



 


		2.4	“Income
                                         Tax Ordinance” - the Israeli Income Tax Ordinance [New Version] 5721-1961.



 


		2.5	“Intellectual
                                         Property” - all of MAGNA’s intellectual property rights in the Car Safety
                                         Field and/or used by it in this field, whether such rights are registered on not, including,
                                         without derogating from the generality of the foregoing, rights and/or use licenses,
                                         designs, patents, trademarks, service marks, trade names, know-how and any other intellectual
                                         property rights, including as set forth in Annex 2.5 attached hereto.



 






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	3.	Purposes
                                         of the Reorganization 



 


		3.1	The
                                         Reorganization is intended for business and financial purposes, including, among others,
                                         the following:



 


		3.1.1	Efficiency
                                         improvements of MAGNA’s business activities by concentrating the activities in
                                         two separate companies each having a distinct nature and quality (the Security and Aviation
                                         Fields and the Car Safety Field) - MAGNA and 4Eyes, respectively.



 


		3.1.2	Expanding
                                         MAGNA’s business and activities, including by the introduction of investors to
                                         the Car Safety Field through a separate company. Focusing the distinct activities of
                                         Security and Aviation in one company and Car Safety in a separate company is intended
                                         to allow maximum flexibility in this aspect - for each one of the companies individually.



 


		3.1.3	MAGNA
                                         is interested in raising public capital in Israel, for the Car Safety Field, through
                                         the Merger (4Eyes and a listed company), for the continued advancement and development
                                         of the Car Safety Field. Gathering the Car Safety Field in the framework of 4Eyes, distinctly
                                         from MAGNA, is intended to unlock and “float" the value inherent in 4Eyes
                                         and facilitate such capital raising.



 


		3.1.4	Development
                                         of the business and activities of each of MAGNA and 4Eyes, that following such Reorganization
                                         shall engage in its respective distinct fields and projects, of different risk levels
                                         - intending to facilitate the companies’ capital raising process of current and
                                         long term credit from banks and other lenders.



 


		3.1.5	Expansion
                                         of the scope of activities in the Car Safety Field - MAGNA desires to expand its activities
                                         in the Car Safety Field, separately from the Security and Aviation Fields that are different
                                         in their nature and quality.



 


		3.1.6	Addressing
                                         market risks - minimizing the exposure of the Security Field activities to the difficulties
                                         characterizing the activities in the Car Safety Field and vice versa.



 


		3.1.7	The
                                         Reorganization may facilitate the ongoing management of the Group in anything relating
                                         to regulation and the drafting of legal documents and contracts.



 


	4.	MAGNA’s
                                         Declarations:



 


MAGNA
hereby declares and undertakes towards 4Eyes as follows:


 


		4.1	It
                                         is the exclusive owner of all the Transferred Assets; No charges and/or attachments are
                                         imposed on MAGNA’s rights to the Transferred Assets and MAGNA is not aware of any
                                         third party claims whatsoever in connection with the Transferred Assets.



 






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		4.2	It
                                         had received grants from the Chief Scientist in the Ministry of Economy for development
                                         of the Transferred Assets under Programs Nos. 45098 and 47453. 



 


	5.	Reorganization



 


		5.1	Subject
                                         to the parties’ fulfillment of their obligations as set forth herein, and provided
                                         the Conditions Precedent set forth below are met, to the extent both parties do not waive
                                         any of such condition/s by written consent, MAGNA hereby sells, transfers and assigns
                                         to 4Eys and 4Eyes hereby accepts this transfer and acquires from MAGNA, with effect as
                                         of the Effective Date and in their state AS IS on the Effective Date, all the Transferred
                                         Assets for exclusive use in the Car Safety Field only. It is hereby clarified that from
                                         the Effective Date onwards, 4Eyes shall bear all debts applicable to the Transferred
                                         Assets, including with respect to royalties owing to the Chief Scientist for the products
                                         following the Effective Date. 



 


		5.2	Until
                                         all the Conditions Precedent are met, as set forth in section 6 below, other than any
                                         Condition Precedent that the fulfillment of which was waived by both parties by written
                                         consent, this Agreement shall not become effective and MAGNA shall continue to operate
                                         in its current format and retain the Transferred Activities.



 


	6.	Conditions
                                         Precedent



 


		6.1	This
                                         Agreement shall become effective from October 11, 2015 immediately prior to the signing
                                         of the Merger Agreement, subject to the fulfillment of the following Conditions Precedent:



 


		6.1.1	Obtaining
                                         all present and future approvals and consents as shall be required under any law, including
                                         under the Companies Law and the Regulations promulgated thereunder and the Securities
                                         Law, 5728-1968 and Regulations promulgated thereunder.



 


		6.1.2	Completion
                                         of the Merger of 4Eyes with a listed company.



 


		6.1.3	Receipt
                                         of an affirmative tax ruling by the Director of the Tax Authority or someone appointed
                                         by him pursuant to the provisions of Part E2 of the Income Tax Ordinance, to the full
                                         satisfaction of the parties to the agreement, according to which the Reorganization shall
                                         be approved and the Merger shall be tax exempt in accordance with the provisions of Part
                                         E2 of the Income Tax Ordinance.



 


		6.1.4	It
                                         is hereby clarified that the parties may, by written agreement, waive any of the Conditions
                                         Precedent, provided that the fulfillment of any such conditions is not required under
                                         any law.



 


		6.1.5	Obtaining
                                         the approval of the Chief Scientist in the Ministry of Economy for the transfer of the
                                         Transferred Assets to 4Eyes.



 






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		6.2	Each
                                         party shall act and be responsible for obtaining the relevant approvals listed above
                                         which refer to such party as well as for obtaining any other approvals and taking any
                                         further actions necessary under any law for the execution of the Reorganization, in cooperation
                                         with all the other parties.



 


		6.3	In
                                         the event that by the date agreed upon by all the parties in writing, the Conditions
                                         Precedent are not met, or in the event that the Conditions Precedent which were not waived
                                         by the parties (if such may be waived) were not met, and/or in the event that any other
                                         requirement which any of the parties was required to fulfill under any law was not fulfilled,
                                         this Agreement shall be made null and void ab initio, without such cancellation
                                         being considered as a breach by any of the parties, or giving rise to any claim of any
                                         of the parties against the other party.



 


	7.	Fulfillment
                                         of the Tax Exemption Conditions and Indemnification



 


		7.1	The
                                         parties undertake to observe and to fully and punctually perform all the conditions underlying
                                         the tax exemption in accordance with the provisions of Part E2 of the Income Tax Ordinance
                                         and any other conditions to be determined by the Tax Authority in the affirmative tax
                                         ruling, including exemptions duly granted by the Tax Authority (hereinafter: the “Tax
                                         Exemption Conditions”).



 


		7.2	Any
                                         party who by way of commission or omission would cause the breach of the Tax Exemption
                                         Conditions shall indemnify the other party for all damages and loss of benefits incurred
                                         by the injured party as a result of the breach of the Tax Exemption Conditions by breaching
                                         party.



 


	8.	General
                                         Obligations



 


		8.1	Prior
                                         to the Effective Date, MAGNA alone shall be entitled to, and obligated in connection
                                         with all income, expenses and liabilities for the Transferred Assets and the Transferred
                                         Activities. Following, the Effective Date, 4Eyes alone shall be entitled to, and obligated
                                         in connection with all income, expenses and liabilities for the Transferred Assets and
                                         the Transferred Activities in the Car Safety Field in accordance with the provisions
                                         of this Agreement, including for the payment of any debts to any authority and/or third
                                         parties whatsoever and for the performance of any acts and activities in connection with
                                         the Transferred Assets and the Transferred Activities. For the avoidance of doubt, it
                                         is hereby clarified that MAGNA alone shall be liable and bear any payments and/or cover
                                         any debts or liabilities in connection with assets and/or liabilities which were not
                                         expressly transferred to 4Eyes under the provisions of this Agreement.



 






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		8.2	Without
                                         derogating from the generality of that stated in section 8.1 above, each party shall
                                         compensate the other party for any payment and/or debt and/or liability incurred by the
                                         other party which are the responsibility of the first party and carried out after the
                                         Effective Date in connection with the Transferred Assets and the Transferred Activities
                                         in accordance with the provisions of this Agreement.



 


		8.3	Each
                                         party hereby declares and undertakes towards the other party that each of them shall
                                         compensate and indemnify the other party for any payment, loss or damage incurred by
                                         the other party (including legal fees and attorneys' fees) in connection with the breach
                                         of that party’s undertakings under the provisions of section 8.1 above.



 


		8.4	MAGNA
                                         shall have the right of first refusal to purchase all or any part of the Intellectual
                                         Property, in case 4Eyes decides to discontinue its operations in the Car Safety Field
                                         or stops using and sells such Intellectual Property.



 


	9.	Taxes
                                         and Expenses



 


The
Reorganization shall be made subject to the tax exemption under the provisions of Part E2 of the Income Tax Ordinance. Each Party
shall bear the expenses and costs impose on such party under the provisions of any law and/or which shall be expended by that
party during the entering into and/or execution of this Agreement.


 


	10.	Miscellaneous



 


		10.1	All
                                         documents delivered in connection with the obtaining of the necessary approvals required
                                         for the completion of the Reorganization and the documents delivered upon the completion
                                         thereof shall constitute an integral part of this Agreement.



 


		10.2	Nothing
                                         in this Agreement shall be interpreted as preventing MAGNA and/or as restricting it from
                                         acting in any other fields, other than the Car Safety Field, through use of the Intellectual
                                         Property and technology which MAGNA has developed.



 


		10.3	This
                                         Agreement may be terminated prior to the completion of the Reorganization by mutual written
                                         consent of the parties.



 


		10.4	This
                                         Agreement confers no rights whatsoever upon any third parties.



 


		10.5	No
                                         delay in exercising and/or enforcing the rights of either party shall be considered as
                                         waiver of such rights and shall not prevent such party from exercising such rights whenever
                                         it may see fit.



 


		10.6	This
                                         agreement revokes any prior agreement and/or memorandum done by the parties, if any.
                                         The parties’ rights and obligations in anything relating to the subject matter
                                         hereof shall be exclusively determined by the terms and conditions of this Agreement.
	 	 	 
		10.7	Any
                                         notice sent by any of the parties to the other party by registered mail in accordance
                                         with their addresses set forth in the preamble hereof shall be considered as reaching
                                         its destination within 72 hours after the deposit of the registered letter at a post
                                         office for dispatch by registered mail, and if delivered by hand – at the time
                                         of its delivery.


 






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In
Witness Whereof the Parties have set their Hands:


 


	 	MAGNA
    - B.S.P. Ltd.	 	 	Four
    Eyes Autonomous Ltd.
	 	 	 	 	 
	By:	/s/
    Haim Siboni	 	By:	/s/
    Haim Siboni
	Name:	Haim
    Siboni	 	Name:	Haim
    Siboni
	Title:	CEO	 	Title:	CEO


 






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Annex
2.5


 


Intellectual
Property


 








	4eyes

                                                                                 

	Software
    Elements related to the Car

 Safety Field through Devices

 installed in the Car of the following

software programs:	Software
    Elements related to the Car Safety

 Field through Devices installed in the Car of the

 following Algorithms:
	 	 





	●	Software
    module for damping vibrations and shocks.	●	Algorithm
                                         for motion detection through imaging.




	●	Software
    module for image input and processing and noise cleaning including motion tracking in motion.	●	Automatic
                                         focusing algorithm of CCD cameras.




	●	Software
    for detection and classification of objects surrounding the vehicle: Cars, bicycles, motorcycles, pedestrians, animals, objects,
    etc.	●
	Image
                                         stabilization algorithm (for vibrations and shocks).




	●	Software
    for calculation of distances and speeds between the car in motion and other surrounding objects (cars, bicycles, motorcycles,
    people, objects, etc.).	●

                                               ●
	Algorithm
                                         for motion detection through imaging.

                                                                                                          Algorithm
                                         for distances calculation in motion.

                                                                                                          

                                                                                                          




	●	Software
    module for 3D mapping of objects in space.	●	Algorithm
    for speeds calculation in motion.




	●	Software
    module for motion tracking in motion.	●	Algorithm
    for noise reduction.
	 	 	 	 






 


 


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