Exhibit 10.2


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Investment Management Trust Agreement (this “Agreement”) is made effective as of November 1, 2021, by and between
Vision Sensing Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer &
Trust Company, a New York corporation (the “Trustee”).


 


WHEREAS,
the Company’s registration statement on Form S-1, File No. 333-259766 (the “Registration Statement”)
and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”),
each of which consists of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common
Stock”), and three-quarters of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one
share of Common Stock (such initial public offering hereinafter referred to as the “Offering”), has been declared
effective as of the date hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS,
the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with EF Hutton, Division
of Benchmark Investments, LLC as representative (the “Representative”) of the several underwriters (the “Underwriters”)
named therein;


 


WHEREAS,
if a Business Combination (as defined herein) is not consummated within the initial 12 month period following the closing of the Offering,
upon the request of the Company’s sponsor (the “Sponsor”), the Company may extend such period by two
extensions with each extension being three months for up to a maximum of six months in the aggregate, subject to the Sponsor or its affiliates
or permitted designees depositing $880,000 (or $1,012,000 if the Underwriters’ over-allotment option is exercised in full) into
the Trust Account no later than the 12 month and the 15 month anniversary of the Offering (each, an “Applicable Deadline”)
for each three month extension (each, an “Extension”), in exchange for which the Sponsor will receive a non-interest
bearing, unsecured promissory note for each Extension payable upon consummation of a Business Combination;


 


WHEREAS,
as described in the Prospectus, $89,320,000 of the gross proceeds of the Offering and sale of the Private Placement Units (as defined
in the Underwriting Agreement) (or $102,718,000 if the Underwriters’ over-allotment option is exercised in full) and the proceeds
from any loans in connection with an Extension, if any, will be delivered to the Trustee to be deposited and held in a segregated trust
account located at all times in the United States (the “Trust Account”) for the benefit of the Company and
the holders of the Common Stock included in the Units issued in the Offering as hereinafter provided (the amount to be delivered to the
Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,” the stockholders
for whose benefit the Trustee shall hold the Property will be referred to as the “Public Stockholders,” and
the Public Stockholders and the Company will be referred to together as the “Beneficiaries”);


 


WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to $3,080,000, or $3,542,000 if the Underwriters’ over-allotment
option is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to
the Underwriters upon and concurrently with the consummation of the Business Combination (as defined below) (the “Deferred
Discount”); and


 




    	 	 	 



     


    

 


WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall
hold the Property.


 


NOW
THEREFORE, IT IS AGREED:


 


1.
Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)
Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the
Trustee in the United States at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of
$100 billion or more) and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 


(b)
Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)
In a timely manner, upon the written instruction of the Company, invest and reinvest the Property solely in United States government
securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or
less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under
the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations,
as determined by the Company; it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting
the Company’s instructions hereunder; and while account funds are invested or invested, the Trustee may earn bank credits
or other consideration;


 


(d)
Collect and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e)
Promptly notify the Company and the Representative of all communications received by the Trustee with respect to any Property requiring
action by the Company;


 


(f)
Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s
preparation of the tax returns relating to assets held in the Trust Account;


 


(g)
Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed
by the Company to do so;


 


(h)
Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and
disbursements of the Trust Account;


 




    	 	- 2 -	 



     


    

 


(i)
Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter
from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit
A or Exhibit B, as applicable, signed on behalf of the Company by at least two of its Chief Executive Officer, Chief Financial
Officer, President, Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the “Board”)
or other authorized officer of the Company, and, in the case of a Termination Letter in a form substantially similar to the attached
hereto as Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute
the Property in the Trust Account, including interest not previously released to the Company to pay its taxes (less up to $100,000 of
interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents
referred to therein, or (y) upon the date which is the later of (1) 12 months after the closing of the Offering, (2) such later date
upon one or more Extensions effectuated pursuant to the terms hereof, and (3) such later date as may be approved by the Company’s
stockholders in accordance with the Company’s amended and restated certificate of incorporation, as amended from time to time (the
“Charter”), if a Termination Letter has not been received by the Trustee prior to such date, in which case
the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B
and the Property in the Trust Account, including interest not previously released to the Company to pay its taxes (less up to $100,000
of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record
as of such date;


 


(j)
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as
Exhibit C, withdraw from the Trust Account and distribute to the Company the amount of interest earned on the Property requested
by the Company to cover any tax obligation owed by the Company as a result of assets of the Company or interest or other income earned
on the Property, which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment,
and the Company shall forward such payment to the relevant taxing authority; provided, however, that to the extent there
is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account
as shall be designated by the Company in writing to make such distribution, so long as there is no reduction in the principal amount
per share initially deposited in the Trust Account; provided, further, that if the tax to be paid is a franchise tax, the
written request by the Company to make such distribution shall be accompanied by a copy of the franchise tax bill from the State of Delaware
for the Company (it being acknowledged and agreed that any such amount in excess of interest income earned on the Property shall not
be payable from the Trust Account). The written request of the Company referenced above shall constitute presumptive evidence that the
Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request;


 


(k)
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as
Exhibit D, the Trustee shall distribute on behalf of the Company the amount requested by the Company to be used to redeem shares
of Common Stock from Public Stockholders properly submitted in connection with a stockholder vote to approve an amendment to the Charter
to modify the substance or timing of the ability of Public Stockholders to seek redemption in connection with an initial Business Combination
or amendments to the Charter prior thereto or the Company’s obligation to redeem 100% of its shares of Common Stock included in
the Units sold in the offering (the “public shares”) if the Company has not consummated an initial Business
Combination within such time as is described in the Charter or with respect to any other provisions relating to stockholders’ rights
or pre-initial Business Combination activity. The written request of the Company referenced above shall constitute presumptive evidence
that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request;


 




    	 	- 3 -	 



     


    

 


(l)
Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k)
above; and


 


(m)
Upon receipt of an extension letter (“Extension Letter”) substantially similar to Exhibit E hereto at
least ten business days prior to the Applicable Deadline, signed on behalf of the Company by an executive officer, and receipt of the
dollar amount specified in the Extension Letter on or prior to the Applicable Deadline, follow the instructions set forth in the Extension
Letter.


 


2.
Agreements and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a)
Give all instructions to the Trustee hereunder in writing, signed by at least two of the Company’s Chairman of the Board, Chief
Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President or Secretary. In addition, except with
respect to its duties under Sections 1(i), 1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall
be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes
to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm
such instructions in writing;


 


(b)
Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including
reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and
in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim
or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any
interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful
misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding,
pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing
of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct
and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with
respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified
Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate
in such action with its own counsel;


 




    	 	- 4 -	 



     


    

 


(c)
Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction
processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property
shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Section 1(i) upon consummation
of a Business Combination (defined below). The Company shall pay the Trustee the initial acceptance fee and the first annual administration
fee at the consummation of the Offering.  The Company shall not be responsible for any other fees or charges
of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof;


 


(d)
In connection with any vote of the Company’s stockholders regarding a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business
Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting
verifying the vote of such stockholders regarding such Business Combination;


 


(e)
Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with
respect to any proposed withdrawal from the Trust Account promptly after it issues the same;


 


(f)
Unless otherwise agreed between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A)
delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid
directly to the account or accounts directed by the Representative on behalf of the Underwriters prior to any transfer of the funds held
in the Trust Account to the Company or any other person;


 


(g)
Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee
to make any distributions that are not permitted under this Agreement; and


 


(h)
Within four (4) business days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such
over-allotment option expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount, which shall
in no event be less than $3,080,000;


 


(g)
If applicable, issue a press release at least three days prior to the Applicable Deadline announcing that, at least ten days prior to
the Applicable Deadline, the Company received notice from the Sponsor that the Sponsor intends to deposit funds into the Trust Account
for extending the Applicable Deadline and the Board has approved such Extension; and


 


(h)
Promptly following the Applicable Deadline, disclose whether or not the deadline for the Company to consummate a Business Combination
has been extended.


 




    	 	- 5 -	 



     


    

 


3.
Limitations of Liability. The Trustee shall have no responsibility or liability to:


 


(a)
Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement
and that which is expressly set forth herein;


 


(b)
Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability
to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c)
Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding
of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d)
Refund any depreciation in principal of any Property;


 


(e)
Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided
otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f)
The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted,
in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct.
The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of
counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or
other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth
and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine
and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver,
modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered
to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give
its prior written consent thereto;


 


(g)
Verify the accuracy of the information contained in the Registration Statement;


 


(h)
Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated
by the Registration Statement;


 


(i)
File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written
statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(j)
Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities
relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited
to, franchise and income tax obligations, except pursuant to Section 1(j) hereof; or


 




    	 	- 6 -	 



     


    

 


(k)
Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i),
1(j) or 1(k) hereof.


 


4.
Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets
outside the Trust Account and not against the Property or any monies in the Trust Account.


 


5.
Termination. This Agreement shall terminate as follows:


 


(a)
If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time
that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this
Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the
transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided,
however, that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation
notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York
or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from
any liability whatsoever; or


 


(b)
At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions
of Section 1(i) hereof (which section may not be amended under any circumstances) and distributed the Property in accordance with
the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b).


 


6.
Miscellaneous.


 


(a)
The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds
transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such
security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized
persons may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers,
the Trustee shall rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying
information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s
gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any
error in the information or transmission of the funds.


 




    	 	- 7 -	 



     


    

 


(b)
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect
to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This Agreement may
be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute
but one instrument.


 


(c)
This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. This
Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing
signed by each of the parties hereto; provided, however, that no such change, amendment or modification to Section 1(i), 2(f) or Exhibit
A may be made without the prior written consent of the Representative.


 


(d)
This Agreement or any provision hereof may only be changed, amended or modified pursuant to Section 6(c) hereof with the Consent
of the Stockholders. For purposes of this Section 6(d), the “Consent of the Stockholders” means receipt
by the Trustee of a certificate from the inspector of elections of the stockholder meeting certifying that the Company’s stockholders
of record as of a record date established in accordance with Section 213(a) of the Delaware General Corporation Law, as amended (“DGCL”)
(or any successor rule), who hold sixty-five percent (65%) or more of all then outstanding shares of the Common Stock and Class B common
stock, par value $0.0001 per share, of the Company voting together as a single class, have voted in favor of such change, amendment or
modification. No such amendment will affect any Public Stockholder who has otherwise indicated his election to redeem his shares of Common
Stock in connection with a stockholder vote sought to amend this Agreement to modify the substance or timing of the Company’s obligation
to redeem 100% of the Common Stock if the Company does not complete its initial Business Combination within the time frame specified
in the Charter. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee
may rely conclusively on the certification from the inspector or elections referenced above and shall be relieved of all liability to
any party for executing the proposed amendment in reliance thereon.


 


(e)
The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New
York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT,
EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 



    	 	- 8 -	 



     


    




 


(f)
Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and
shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by
electronic mail:


 


 


	 	if
    to the Trustee, to:
	 	 	 
	 	Continental
    Stock Transfer & Trust Company
	 	1
    State Street, 30th Floor
	 	New
    York, NY 10004
	 	Attn:
    	Francis
    Wolf and Celeste Gonzalez
	 	Email:
    	fwolf@continentalstock.com
	 	 	cgonzalez@continentalstock.com


 


	 	if
    to the Company, to:
	 	 
	 	Vision
    Sensing Acquisition Corp.
	 	George
    Peter Sobek
	 	Chairman
    and Chief Executive Officer
	 	Suite
    500, 78 SW 7th Street
	 	Miami,
    FL 33130
	 	Email:
    georgesobek@hotmail.co.uk
	 	 
	 	in
    each case, with copies to:
	 	 
	 	Reed
    Smith LLP
	 	599
    Lexington Avenue
	 	New
    York, NY 10022
	 	Attn:
    Ari Edelman, Esq.
	 	Email:
    AEdelman@reedsmith.com
	 	 
	 	and
	 	 
	 	EF
    Hutton, Division of Benchmark Investments, LLC
	 	590
    Madison Avenue, 39th Floor
	 	New
    York, NY 10022
	 	Attn:
    Edward Tsuker, Head of Capital Markets
	 	Email:
    etsuker@efhuttongroup.com
	 	 
	 	and
	 	 
	 	Ballard
    Spahr LLP
	 	1735
    Market Street, 51st Floor,
	 	Philadelphia,
    PA 19103
	 	Attn:
    Gerald J. Guarcini, Esq.
	 	Email:
    Guarcini@ballardspahr.com


 


(g)
Each of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into
this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall
not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the
Trust Account under any circumstance.


 




    	 	- 9 -	 



     


    

 


(h)
This Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


(i)
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic
transmission shall constitute valid and sufficient delivery thereof.


 


(j)
Each of the Company and the Trustee hereby acknowledges and agrees that the Representative on behalf of the Underwriters is a third party
beneficiary of this Agreement.


 


(k)
Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person
or entity.


 


[Signature
Page Follows]


 




    	 	- 10 -	 



     


    

 


IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


 


	 	CONTINENTAL
    STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 	 
	 	By:	/s/
    Francis Wolf
	 	Name:	Francis
    Wolf
	 	Title:	Vice
    President
	 	 	 
	 	VISION
    SENSING ACQUISITION CORP.
	 	 	 
	 	By:	/s/
    George Peter Sobek
	 	Name:	George
Peter Sobek
	 	Title:	Chairman
and Chief Executive Officer


 


[Signature
Page to Investment Management Trust Agreement]


 




    	 	 	 



     


    

 


SCHEDULE
A


 


 


	Fee
    Item	 	Time
    and method of payment	 	Amount	 
	Initial
    set-up fee	 	 	Initial
    closing of Offering by wire transfer.	 	$	3,500	 
	Trustee
    administration fee	 	 	Payable
    annually. First year fee payable, at initial closing of Offering by wire transfer, thereafter by wire transfer or check.	 	$	10,000	 
	Transaction
    processing fee for disbursements to Company under Sections 1(i) and (j)	 	 	Billed
    to Company following disbursement made to Company under Section 1	 	$	250	 
	Paying
    Agent services as required pursuant to Sections 1(i) and 1(k)	 	 	Billed
    to Company upon delivery of service pursuant to Section 1(i) and 1(k)	 	 	Prevailing
    rates	 


 


 




    	 	 	 



     


    

 


EXHIBIT
A


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust
    Account - Termination Letter


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Vision Sensing Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of November 1, 2021 (the “Trust
Agreement”), this is to advise you that the Company has entered into an agreement with (the “Target Business”)
to consummate a business combination with Target Business (the “Business Combination”) on or about [insert
date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date (or such shorter period as you may
agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but
not defined herein shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account
on [insert date] and to transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that,
on the Consummation Date, all of the funds held in the Trust Account at J.P. Morgan Chase Bank, N.A. will be immediately available for
transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representative
on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit
in the Trust Account at J.P. Morgan Chase Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends.


 


On
the Consummation Date, (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated,
or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”)
and (ii) the Company shall deliver to you (a) a certificate by the Chief Executive Officer, which verifies that the Business Combination
has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the
Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed
to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representative
from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds
held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms
of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date
without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should
remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net
of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust
Agreement shall be terminated.


 


In
the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified
you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions
from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business
day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible.


 


	 	Very
    truly yours,
	 	 	 
	 	Vision
    Sensing Acquisition Corp.
	 	 	 
	 	By:	          
	 	Name:	 
	 	Title:	 


 


	Acknowledged
    & Agreed by:	 
	 	 	 
	By:	                 	 
	Name:	 	 
	Title:	 	 


 




    	 	 	 



     


    

 


EXHIBIT
B


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust
    Account - Termination Letter


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Vision Sensing Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of November 1, 2021 (the “Trust
Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business
(the “Business Combination”) within the time frame specified in the Charter. Capitalized terms used but not
defined herein shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to
transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public
Stockholders. The Company has selected (1) as the effective date for the purpose of determining when the Public Stockholders
will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate
capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders in accordance with the terms
of the Trust Agreement and the Charter. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed
expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent
otherwise provided in Section 1(i) of the Trust Agreement.


 


	(1)	12
    months from the closing of the Offering or such later date or such later date upon Extensions, if any, or as may be approved by the
    Company’s stockholders in accordance with the Charter.


 


	 	Very
    truly yours,

     

    Vision
    Sensing Acquisition Corp.

	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	cc:	EF
    Hutton, Division of Benchmark Investments, LLC.


 




    	 	 	 



     


    

 


EXHIBIT
C


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust
    Account - Withdrawal Instruction


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(j) of the Investment Management Trust Agreement between Vision Sensing Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of November 1, 2021 (the “Trust
Agreement”), the Company hereby requests that you deliver to the Company $ of the interest income earned on the Property
as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The
Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with
the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your
receipt of this letter to the Company’s operating account at:


 


[WIRE
INSTRUCTION INFORMATION]


 


	 	Very
    truly yours,
	 	 
	 	Vision
    Sensing Acquisition Corp.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


cc:
EF Hutton, Division of Benchmark Investments, LLC.


 




    	 	 	 



     


    

 


EXHIBIT
D


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust
    Account - Stockholder Redemption Withdrawal Instruction


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(k) of the Investment Management Trust Agreement between Vision Sensing Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of November 1, 2021 (the “Trust
Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $ of the
principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries
for distribution to the Stockholders who have requested redemption of their Common Stock. Capitalized terms used but not defined herein
shall have the meanings set forth in the Trust Agreement.


 


The
Company needs such funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the
Company in connection with a stockholder vote to approve an amendment to the Charter to modify the substance or timing of the Company’s
obligation to redeem 100% of public shares of Common Stock if the Company has not consummated an initial Business Combination within
such time as is described in the Charter or with respect to any other provisions relating to stockholders’ rights or pre-initial
Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon
your receipt of this letter to a segregated account held by you on behalf of the Beneficiaries.


 


	 	Very
    truly yours,
	 	 	 
	 	Vision
    Sensing Acquisition Corp.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


cc:
EF Hutton, Division of Benchmark Investments, LLC


 




    	 	 	 



     


    

 


EXHIBIT
E


 


[Letterhead
of Company]



[Insert date]


 


Continental
Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


Re:
Trust Account No. [ ] Extension Letter Gentlemen:


 


Pursuant
to Section 1(m) of the Investment Management Trust Agreement between Vision Sensing Acquisition Corp. (“Company”)
and Continental Stock Transfer & Trust Company, dated as of November 1, 2021 (“Trust Agreement”), this is to advise
you that the Company is extending the time available to consummate a Business Combination for an additional three (3) months, from to
(the “Extension”).


 


This
Extension Letter shall serve as the notice required with respect to the Extension prior to the Applicable Deadline. Capitalized words
used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to deposit [$880,000 (or up to $1,012,000 to the extent the
over-allotment option in connection with the Company’s initial public offering is exercised)], which will be wired to you, into
the Trust Account investments upon receipt.


 


This
is the __ of up to two Extension Letters.


 


	 	Very
    truly yours,
	 	 
	 	Vision
    Sensing Acquisition Corp.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


cc:
EF Hutton, Division of Benchmark Investments, LLC