Exhibit 4.4


 


First Addendum to the Software Development
Services Agreement of January 5, 2016


 


That was made
and signed on January 28, 2019


 


Between:


 


Foresight Automotive
Ltd., private company 515287480


 


(Formerly
Four Eyes Autonomous Ltd.)


 


Whose
registered office is at 7 Golda Meir Street, Ness Ziona, Israel


 


(Hereinafter:
‘the company’)


 


Of the one part;


 


And:


 




MAGNA – B.S.P. Ltd., private
company 513066639


 


Whose registered office is
at Rotem Industrial Park, Arava Mobile Post, 86800


 


(Hereinafter: ‘the
service provider’)


 


Of the other part;


 


(Jointly hereinafter: ‘the
parties’)


 


		Whereas	the service provider provides software development services to the company, under an agreement of January
5, 2016 (hereinafter: ‘the Agreement’), which was approved by the general meeting of the company’s parent company,
Foresight Autonomous Holdings Ltd. (hereinafter: ‘Foresight Holdings’), on December 22, 2015, for a period of up to
three years;



 


		And whereas	on January 28, 2019,
the general meeting of Foresight Holdings approved an extension of the Agreement for a period of up to 3 additional years, with the changes
stated below;



 


		And whereas	the parties are interested
in amending the Agreement accordingly, as stated below;



 


Wherefore, the parties have agreed, declared
and stipulated as follows:


 


	1.	The preamble to this addendum constitutes an integral part hereof.
	 	 



	2.	The terms that appear in this addendum and are not defined will
have the meaning given to them in the Agreement.
	 	 



	3.	Annex A of the Agreement will be amended and replaced by the
Annex A attached to this addendum. It should be clarified that the data in Annex A was calculated according to an
average employment rate of 75% of the service provider’s employees working for the company (except for two employees, in the positions
of office manager and assistance in coordinating the project, whose average employment rate is approximately 27%) and the grossing-up
of other expenses at a rate of 32% (which will not exceed a sum of NIS 57,246 per month).



 






     


     


    

 



	4.	Section 5.1 of the Agreement will be amended and replaced in the section with a section whose wording
will be as follows:



 


‘The Agreement as amended by the
addendum of January 28, 2019, will come into force immediately after the approval of the general meeting of the shareholders of Foresight
Holdings, subject to the signing of the parties by the parties, and will be valid for twelve (12) months thereafter (hereinafter: ‘the
first period’). The company will be entitled to extend the validity of the Agreement, according to its terms, for two additional
periods of twelve (12) months each (hereinafter: ‘the option periods’), by giving notice in writing to the service
provider sixty (60) days before the end of the first period or the option period thereafter, as applicable (the first period and the option
periods jointly hereinafter: ‘the period’). The company will be entitled to cancel the Agreement at any time and for
any reason by giving half a year’s notice in writing. It should be clarified that sections 5.2-5.4 of the Agreement will remain
in force without any change.’


 


	5.	Section 6 of the Agreement will be amended and replaced with a section whose wording will be as follows:



 


‘6.1 During the period of the
Agreement, the consideration for the development services will be calculated according to the services and the amounts of the work that
were provided in practice by the service provider for the benefit of the company, up to a sum of NIS 235,000 per month, plus VAT (hereinafter:
‘the consideration’). The consideration will be paid to the company monthly, by the 15th of each calendar
month, for the previous calendar month. The service provider will send the company a report that gives details of the hours of the services
that were provided in practice by the 5th of each calendar month.


 


6.2 The
service provider will be entitled to raise the monthly consideration by a sum of up to NIS 17,500 per month during the first year, up
to NIS 19,500 per month during the second year, and up to NIS 21,500 per month for the third year, plus VAT (an increase that reflects
10% of the expected maximum monthly salary of the service provider’s employees in each year as aforesaid, without the expenses component)
for an increase in the salary of the service provider’s employees that provide services to the company, in order to retain them,
subject to the condition that the salary of these employees increased in practice, as will be proved by written documentation.’


 


	6.	It should be clarified that nothing in the Agreement as amended by this addendum will be interpreted as
granting a right to the internal auditor of Foresight Holdings to audit the service provider and/or its employees.
	 	 



	7.	It should be clarified that nothing in this addendum will change any of the provisions of the Agreement,
except in the sections mentioned above, and that all the other provisions of the Agreement with continue to apply without any change.



 


In witness whereof, the parties have signed
below:


 





	Foresight Automotive Ltd.	 	Magna – B.S.P. Ltd.
	 	 	 
	By:	/s/ Eliyahu Yoresh	 	By:	/s/ Haim Siboni
	Position:	Chief Financial Officer	 	Position:	Chief Executive Officer
	Date:	January 28, 2019	 	Date:	January 28, 2019


 






    2


     


    

 


Annex A


 




		 	Magna	 
	Position	 	Cost of salary in NIS

 of Magna's

 employees

 (according to 

pricing list as of

 September 2018)

 For 100% position	 	 	For an average of 

75% position

 employment for

 Foresight, and

 overhead expenses

 (32%)	 
	VP R&D - electro optics specialist	 	 	34,744	 	 	 	26,058	 
	Engineer - image processing specialist	 	 	39,947	 	 	 	29,960	 
	Engineer - software	 	 	12,330	 	 	 	9,248	 
	Engineer - system engineering	 	 	15,360	 	 	 	11,520	 
	Mechanical engineer - hardware/software	 	 	33,444	 	 	 	25,083	 
	Engineer - software	 	 	10,886	 	 	 	8,165	 
	Practical engineer - R&D and experiments	 	 	14,937	 	 	 	11,203	 
	Practical engineer - R&D and experiments	 	 	13,688	 	 	 	10,266	 
	R&D and experiments technician	 	 	14,109	 	 	 	10,582	 
	Software engineer	 	 	32,855	 	 	 	24,641	 
	 	 	 	8,110	 	 	 	6,083	 
	Other	 	 	 	 	 	 	 	 
	Administrative manager	 	 	15,779	 	 	 	3,907	 
	Back office Magna-Foresight project assitance	 	 	7,567	 	 	 	2,181	 
		 	 	Overall Salary	 	 	 	178,895	 
		 	 	Overhead Expenses (32%)	 	 	 	57,246	 
		 	 	Overall (before VAT)	 	 	 	236,141	 
	 	 	 	Cap (before VAT)	 	 	 	235,000	 




 


 


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