Exhibit 10.4 


 


LOAN
AGREEMENT


  


This
LOAN AGREEMENT (this “Agreement”) is made and entered this 27 day of December, 2017 (the “Effective
Date”), by and between Railvision Ltd., a company organized and registered under the laws of the State of Israel (the
“Company”) and Mr. Shachar Hania, Israeli ID no. 029563632 (the “Lender”).


 


RECITALS


  


		WHEREAS,	the
Borrower is employed by, and serves as a VP R&D of, the Company; and



 


		WHEREAS,	the
Borrower approached the Company with a request to provide him a loan in principal amount of NIS 100,000; and



 


		WHEREAS,	the
                                         Company is willing to provide the Borrower a loan in principal amount of NIS 100,000,
                                         all pursuant to the terms of this Agreement.



 


NOW,
THEREFORE, in consideration of the mutual promises set forth herein, the parties hereto agree as follows:


 


		1.	Loan.
                                         Subject to the terms and conditions herein, within seven (7) days following the date
                                         on which all the approvals required under the Company’s Articles of Association and applicable
                                         law are obtained, the Company shall extend to the Borrower, an amount of NIS 100,000
                                         (the “Loan”) by wire transfer to the Borrower’s bank account. The
                                         Loan shall bear annual interest at a rate of 3.41% from the date on which was received
                                         by the Borrower and the Maturity Date (as defined below) in accordance with the terms
                                         herein (the “Interest”). The Interest shall be compounded annually.



 


		2.	Repayment



 


		a.	The
                                         Borrower shall repay the Loan and the accrued Interest by 12 equal monthly payments of
                                         NIS 8,488 each (not including VAT in respect of the accrued Interest), in accordance
                                         with Appendix A hereto, commencing as of February 1st, 2018, and in any event
                                         not later than February 1st, 2019 (the “Maturity Date”).
                                         Borrower hereby agrees that the Company shall set-off the aforesaid monthly payments
                                         from the monthly consideration payable to him by the Company.



 


		b.	Notwithstanding
                                         the foregoing, entire unpaid Loan Amount and any Interest due thereon shall be due and
                                         payable at any time prior to the Maturity Date, upon the occurrence of one or more of
                                         the following events: (i) the Borrower terminates his employment and/or engagement with
                                         the Company; (ii) in the event the Borrower’s employment and/or engagement with the Company
                                         is terminated for Cause (as defined in that certain employment agreement between the
                                         Company and the Lender dated August 20, 2016); or (ii) bankruptcy procedures are initiated
                                         by or against the Borrower and not cured within thirty (30) days following the Company’s
                                         written notice.



 


		3.	Amendments
                                         and Waivers. This Agreement may not be amended, modified or any provision thereof
                                         waived, except by the written consent of the parties. No failure or delay by any party
                                         in exercising any right, power or privilege hereunder shall operate as a waiver nor shall
                                         any single or partial exercise thereof preclude any other or further exercise thereof
                                         or the exercise of any other right, power or privilege.



  



     

     


    

 


		4.	Entire
                                         Agreement. This Agreement and the documents referred to herein constitute the full
                                         and entire understanding and agreement between the parties with regard to the subject
                                         matters hereof and thereof and supersedes all prior agreements and understandings with
                                         respect to the subject matters hereof and thereof, to the extent such agreements and
                                         understandings exist.



 


		5.	Governing
                                         Law and Jurisdiction. All disputes arising under this Agreement or in connection
                                         with the transactions hereunder shall be resolved between the parties in good faith;
                                         however, if these efforts fail the dispute shall be resolved in accordance with the laws
                                         of the State of Israel, without giving effect to conflict of law provisions thereto.
                                         The competent courts of Tel Aviv shall have sole and exclusive jurisdiction over any
                                         issue arising out of or in connection with this Agreement.



 


		6.	No
                                         Assignment. Neither party may assign or transfer this Agreement nor any of its rights
                                         or obligations hereunder without the prior written consent of the other party. The provisions
                                         hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs,
                                         executors, and administrators of the parties hereto.



 


IN
WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the day and year first written above.


   


	BORROWER:	 
	 	 
	/s/ Shachar Hania	 
	Shachar Hania	 
	 	 
	LENDER:	 
	 	 
	 	 
	Railvision Ltd.	 
	 	 
	By: /s/ Elen Katz	 
	Title: CEO